PL.0Cl') t-o.v-ai - BSE

CIN No: L74899DL1992PLC050333

Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 19/07/2021

National Stock Exchange of India Ltd. Listing Deptt., Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

BSE Ltd. Regd. Office: Floor - 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

NSE Scrip: MINDAIND BSE Scrip: 532539

Sub: Submission of Annual Report FY 2020-21

Ref: Regulation 34(1) of SEBI (LODR) Regulations, 2015

Dear Sir(s),

Pursuant to Regulation 34(1) of the SEBI (LODR) Regulations, 2015, we are pleased to enclose herewith copy of the Annual Report of the Company for the year 2020-21.

This is for your information and records please.

Thanking you,

Yours faithfully, Minda Industries Ltd.

Tarun Kumar Srivastava Company Secretary & Compliance Officer

Encl: As above.

�PL.0Cl') t-o.v-ai

Minda Industries Limited

29thAnnuAl RepoRt

2020-21

Transforming the present

reimaginingthe future

2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

2020

-202

1

16%

20% 20%

14% 14%

Key Financials (Consolidated)

Revenue by division Revenue by channel (%)Revenue by geography (%) Revenue by vehicle (%)

29%

22%10%

12%

10%

17%

Switches Lighting Acoustics

Castings Seatings Others

Domestic International 4-Wheeler 2-Wheeler OEM Replacement

84%

53%

16%

47%

88%

12%

Revenue (` in Crore)

2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

2020

-202

1

3,6654,548

5,908 6,222 6,374

EBITDA (` in Crore)

2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

2020

-202

1

374

534

725672

725

Adjusted ROCE (%)PAT (` in Crore)

2020

-202

1

2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

165

310286

155

207

We Embarked on our Organisation and Business Transformation

We have Reimagined, redesigned and realigned our

businesses, processes and systems to be a future ready and sustainable Organisation

MIL is Prepared for Tomorrow’s Potential

Achieved completion of merger of harita seating systems Ltd with Minda Industries Ltd

Allowing us to diversify our reach while reinforcing our product portfolio

Key Highlights for the Year

Earnings Before Interest, Tax, Depreciation and Amortisation recorded a decent growth

EBITDA at ` 725 Crores 8%

Margins improved by 60 bps from 10.8% in FY20 to 11.4% in FY21

Profit after Tax improved significantly

PAT at ` 207 Crores 33%Margins improved by 70 bps from 2.5% in FY20 to 3.2% in FY21

Revenue reported a marginal growth despite COVID-19 impact in H1

Revenue at ` 6,374 Crores 2%

2 3ANNUAL REPORT 2020-21 Minda Industries Limited

FINANCIAL SECTIONSTATUTORY REPORTSCORPORATE OVERVIEW

MEssAgE FROM THE CHAIRMAn

Like most companies worldwide, the COVID-19 pandemic significantly

impacted our business. As our immediate response, we focussed on making our plants, distribution centres and offices safe for our people. Our operations and ehs teams worked promptly to ensure safety. At all our workplaces.

Dear Stakeholders,

Last year, the world, as we knew it, changed for all. Today, we’re all riding the same sea of challenges. The COVID-19 pandemic, rightly being called ‘the pandemic of inequality’, has exacerbated the existing disparity and political tensions. This global health crisis has been overwhelming public health systems while wreaking havoc on economies worldwide. The immediate economic impact slowed us down considerably. However, it also offered the opportunity to pause, rethink, and design a new and faster transition to a sustainable world.

Just as we started seeing signs of recovery from the impact of the pandemic in Q3FY21, the second wave of COVID-19 dented Q4FY21. It brought about a new set of difficulties with an even more intense and severe impact than the first wave. However, we overcame the hurdles with the same vigour as we did last year. We stood by our employees as health and safety took precedence and provided all possible support, once again, as one family to ride over these testing times.

The announcement of lockdowns in April 2021 resulted in many OEMs cutting down production. This had a cascading effect on the component industry. But as the number



We also believe that long-term success is achieved by linking economic growth with environmental stewardship and financial performance with social responsibility. As a global company, we will always strive to ensure that our esG focus is embedded into our strategy and that our growth ambitions are compatible with sustainable development practices, conscientiously seeking the right balance in every choice we make.

of new infections gradually started

to drop and with the pick up in the

pace of vaccination drives, we soon

saw lockdown restrictions starting

to ease. This indicated improved

demand and better capacity

utilisation for OEMs. However, the

impact of the pandemic on the

supply chain continues inhibiting

a complete return to production

normalcy.

The lockdown imposed during the

second wave was different from

the first one. Companies now had

a first-hand experience of dealing

with the situation that helped them

respond better. Moreover, the

migrant labour exodus was not as

pronounced as it was in the first

wave as employers went the extra

mile in taking care of contractual

operators and fitters.

COVID-19 ResponseLike most companies worldwide,

the COVID-19 pandemic

significantly impacted our business.

As our immediate response, we

focussed on making our plants,

distribution centres and offices

safe for our people. Our operations

and EHs teams worked promptly

to ensure safety. At all our

workplaces. We introduced extra

health and safety precautions,

including rigorous cleaning and

sanitation protocols, regular wellness checks for team members and changes within facilities to comply with social distancing mandate.

While Q1FY21 witnessed a complete washout of sales, we experienced a healthy recovery in Q3FY21, owing to pent up demand and increased demand for personal mobility. As a company, we showed remarkable resilience and strength during the initial part of FY21. H2FY21 saw us seizing the prevalent opportunities on the back of a strong revival of the industry. This helped us immensely in posting solid financial performance. Today, localisation has emerged as one of the key pillars for us, and we believe the prospective long-term demand outlook is still intact. Our prudence and preparedness make us well-poised to capitalise on this demand. We will continue to pursue our goal with new vigour and are confident of emerging much stronger from the current challenging environment.

Consolidation UpdatesThe merger of Harita seating systems Limited and its four holding companies with Minda Industries was completed on April 1, 2021.

Industry DevelopmentsThe government-proposed PLI scheme of `57,000 Crore for the auto sector was a significant development during the year. The scheme will help the auto sector to thrive on the ‘Make in India’ initiative. Thus, it will turn the sector from being import-oriented for some critical components to an export-oriented one. Further, the voluntary vehicle scrappage policy, included in the Union Budget, will encourage the consumer demand towards new and environment-friendly vehicles. similarly, the Ministry of Roads and Highways proposed a green tax on old vehicles for reducing pollution. This clearly highlights the efforts that the government is taking to shift energy consumption towards renewable sources. The Union Budget also announced 15% hike on custom duties on specified auto parts like ignition

wiring sets, safety glass, and parts of signalling equipment, among others. This will definitely promote domestic manufacturing of automobile components in the country and reduce the quantum of imports. All these factors and reforms collectively will help us align with the industry developments and thereby help further broaden our future possibilities.

We also believe that long-term success is achieved by linking economic growth with environmental stewardship and financial performance with social responsibility. As a global company, we will always strive to ensure that our Esg focus is embedded in our strategy and that our growth ambitions are compatible with sustainable development practices, conscientiously seeking the right balance in every choice we make.

Sustainability Underpins Success The success of our business shows that financial returns and social responsibility are interdependent. We look to work together to improve how people live and value our connect within the natural environment while walking towards a better tomorrow. In view of this, we undertook various measures to lower our impact on the environment. We also made a commitment to obtain energy from renewable sources – in line with the group’s sustainability vision.

During the year, the group undertook a lot of initiatives, which are expected to have environmental benefits and improve sustainability of the organisation. We have been working to reduce energy consumption, water consumption, CO2 emission, and waste. This will ultimately reduce Operational cost. We have set up a green belt plantation drive covering 40% green area for new plants. We are also undertaking water consumption projects intending to reduce water consumption by 10% in FY22. To reduce our carbon footprint, we have been investing in renewable energy. We have now installed 8.4 megawatts of rooftop solar cells across 20 plants contributing 10% of the power

requirement of the group. We target to further increase renewable energy to 15% by the end of FY22.

going forward, we are optimistic that personal vehicles sale will swiftly recover as the economic activity picks up, and the preference for personal mobility will further fuel the demand. The second wave had affected the rural areas as well and hence we believe the demand for 2-wheelers might take some time before it normalises. But positive indicators like the forecast of normal monsoon, higher rabi crop sowing than last year, and financial measures included in this year’s national budget will act as a fillip to the rural economy. The mobility demand surge, even as COVID-19 risk is expected to normalise as public transport restarts across regions. Overall the medium- to long-term outlook looks positive for the industry.

On behalf of the Board, I would like to thank all the stakeholders for their continued loyalty and support. I also acknowledge the strong encouragement of our customers, bankers and our business associates. We are looking forward to your assistance to help us achieve a better year ahead and beyond. Last but not the least, I would like to thank all the staff and management for their dedicated services, support, and promise that we will strive to improve further.

Best wishes,

Nirmal K MindaChairman & Managing Director



CFO sPEAKs

the global economic order underwent significant transformations due to disrupted supply chains and other movement-limiting restrictions. this crisis made us perceive the same world and activities differently, resulting in newer innovations.

Dear Investors,

The global economic order underwent

significant transformations due to

disrupted supply chains and other

movement-limiting restrictions. This

crisis made us perceive the same world

and activities differently, resulting

in newer innovations. The Indian

economy was already facing slowdown

and deceleration when the pandemic

hit us. The public health crisis not only

led to a weak start to the calendar year

2020 but also unfolded the rest of the

year quite dramatically. Right from

recording the slowest gDP growth rate

at the beginning to entering a technical

recession towards the end, the year

was one-of-its-kind for more reasons

than one.

The Indian government’s prompt

response helped the country avoid

unmitigated disaster, considering

the pandemic’s ramifications on the

global front. After two consecutive

quarters of contraction, the country’s

gross Domestic Product (gDP)

entered positive territory, registering

a growth of 0.4% in the October-

December quarter of the previous

fiscal. India not only sustained the

momentum built in Q3FY21, but also

led to a steady recovery in the last

quarter. This growth was attributed

to various reforms undertaken by

the government during the fiscal,

along with a demand-boosting and

investment-inducing Union Budget. The

country’s foreign exchange reserves

(steadily increasing over the last few

months) touched an all-time high

at UsD 590 Billion in January 2021.

These proved to be a clear sign of

confidence, indicating how the global

funds and investors perceived India as

an investment destination. But, while



the economy showed green shoots

in various sectors and the country

was heading towards a ‘V-shaped’

recovery, a second wave of the

pandemic hit the nation.

Financial HighlightsWe witnessed growth across

all product portfolios. Healthy

demand coupled with a higher kit

value per vehicle allowed us to

perform better than the industry.

MIL reported annual revenue of

`6,374 Crore for FY21 as against

`6,222 Crore for FY20, registering

a growth of 2.4% year-on-year.

EBITDA for the full year was

at `725 Crore in comparison to

EBITDA of `672 Crore for FY20.

EBITDA margin also improved for

year-on-year basis from 10.8% to

11.4%. The Profit before Tax for

the full year FY21 was at `325

Crore as against `244 Crore in

FY20, registering a growth of 33%.

The Profit after Tax after minority

was at `207 Crore as against `155

Crore in FY20.

Besides industry growth, demand

for premiumisation in switches

continued to drive our growth along

with booking of new orders. We

added new customers for switches,

which earlier we were not serving.

In our 2-wheeler switch, we

acquired new customers with

orders for UsB chargers and

ignition switch.

The switching system business recorded a revenue of `1,868 Crore contributing to 29% to the full year revenue. We onboarded some of the marquee clients serving as a big breakthrough for MIL during the year.

Moving to the Lighting business, while we continued to receive more orders for LED lighting, we also entered the global market through a European automaker. The full-year contribution was also 22%, amounting to `1417 Crore.

Our Casting business’ full-year contribution was 12%, amounting to `748 Crore. For the 2-wheeler alloy wheel project, three lines were commissioned during the year. While we are commissioning the remaining line, we have already started recording sales from the earlier commercialised lines. The fourth line of the project is anticipated to be commissioned in Q2FY22. The capacity expansion for Four-Wheel alloy wheel at Bawal is under progress.

Moving to Acoustics or Horn Business, it achieved a revenue of `634 Crore for the full-year, contributing 10% of our total turnover. Our European subsidiary Clarton Horns continued receiving new orders for electronic horns from global customers, including Korean, Japanese and Us OEMs. While the seating business

achieved revenues `650 Crore for

FY21, contributing 10% to the full-

year revenue.

In our other product businesses,

the business achieved a revenue

of `1,058 Crore, contributing 17%

of the overall topline. The other

product revenue mainly comprises

sales from sensor business, blow

molding parts business, isYs and

battery business.

During the year, we also

received orders for our recently

commissioned temperature sensor

product, for wheel speed sensors.

going forward, we have a healthy

order pipeline for a blow molding

part business with new orders from

another Japanese customer.

Mitigating RiskThe pandemic’s supply chain

disruption did cause cost

challenges, particularly with

commodity prices, but we actively

mitigated the higher side of the

risk. Availability of raw material

constraints was mitigated by a

higher inventory of the finished

goods, but it drove up our costs

indirectly. We were also able to

bring in more efficiencies on the

operational front and strengthen

our balance sheet. We diligently

worked on improving working

capital efficiency while the strong

free cash flow helped us reduce

our net debt. We relied on best

practices in daily work management, including tracking permissible purchase limits and assessing stocks and balances at an all-India level. This ensured our preparedness for any unprecedented demand in future.

Electronic content is increasing in every vehicle. It is increasing in 2-wheelers, telematics, connectivity and we look forward to increasing our kit value in all these segments in the electronics items in our product line. We look forward to find ways to provide new technologies and solutions to our customers.

During the year, we undertook a realignment of business domains based on similar technologies and created domains to drive synergies between related business. As part of this initiative, we have focused on strengthening the realignment of our business verticals to drive synergy among similar products and technologies. We have recalibrated certain functions like procurement, R&D and marketing to bring in increased control and efficiency. More emphasis will be given to international export sales. We are exploring certain steps like opening offices in international locations closer to the global OEMs so that it help establish better understanding and relationships.

Responsible GovernanceMIL’s robust operating model, governance structure, effective risk management and ethical practices represent a robust platform for long-

term stakeholder value-creation. Our rigorous market scanning and risk review process facilitate responsiveness. MIL invested in responsible business practices to promote operational excellence and reinforce stakeholder trust. We continued to deepen our environmental social governance (Esg) culture and appointed an external agency to conduct an Esg audit.

Going ForwardIn FY22, we will pursue strategic priorities, focus on financial and Esg priorities while building growth momentum. MIL thanks all its stakeholders, internal and external, for their support towards our vision and related initiatives. I would like to thank the team for the passion and perseverance and assure them that we will remain engaged in delivering profitable growth and societal value.

Best regards,

Sunil BohraGroup CFO

During the year, we undertook a realignment of business domains based on similar technologies and created domains to drive synergies between related business. As part of this initiative, we have focused on strengthening the realignment of our business verticals to drive synergy among similar products and technologies. We have recalibrated certain functions like procurement, r&D and marketing to bring in increased control and efficiency.



Across the pages

47 Boards Report

71 Corporate governance Report-Annexure D

95 Management Discussions and Analysis-Annexure H

108 Business Responsibility Report-Annexure L

01 Key Financials

02 Key Highlights for the Year

04 Message from the Chairman

08 CFO speaks

14 About us

20 Transforming Value Creation

22 Reimagining growth through our Resources Financial Capital

24 Reimaging Reach through our Wide Presence Manufactured Capital

28 Reimaging Possibilities through Innovation Intellectual Capital

115 standalone

194 Consolidated

284 AOC 1

Corporate Overview

01-46

Statutory Reports

Financial Section

Disclaimer:

this document contains statements about expected future events and financials of Minda Industries Limited, which are forward looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. there is a significant risk that the assumptions, predictions, and other forward-looking statements may not prove to be accurate. readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements. Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the Management Discussion and Analysis section of this Annual report.

Investor information BsE Code: 532539 nsE symbol: MInDAInD Bloomberg Code: MnDA: natl India

AgM Date: 12th Aug, 2021

32 Reimagining Proficiency through our People Human Capital

34 Reimagining Values through Collaborations Social & Relationship Capital

38 Reimagining Tomorrow through Right Approach Natural Capital

40 Awards & Recognitions

42 Transforming governance. Reimagining Management

45 Top Management Team

46 Corporate Information

47-114 115-285



WHAT Is TRAnsFORMATIOn?

A conscious choice turned into reality with planning and hard work.

WHAT Is REIMAgInATIOn?

A completely open possibility waiting to be explored and leveraged.six decades back, we started on our path of growth to meet the market’s present and evolving needs. since then, we have been on a self-driven road to transformation to upgrade ourselves in a way that meets the needs of today and tomorrow.

Two years back, we set an internal goal of - UnO MInDA 2.0 – a structural change backed by operational decisions to rise for a better tomorrow. It was our blueprint towards becoming the industry’s best by setting a benchmark of product evolution. Today, we are ready to take the big plunge. Having entered the next phase of our growth trajectory, we have set our foot into the sunrise trend of EVs. We are now ready to manifest the synergies of mergers and acquisitions by nurturing innovation. We are constantly upping the game through our conscious choice of transforming our present while exploring the horizon as we reimagine the future.

unO MInDA — A global player of automotive componentsUno Minda group is a global player in the automotive sector supplying a range of automotive components to OEMs. The group’s overseas manufacturing facilities are spread across the geographies of Indonesia, Vietnam, spain, and Mexico while its design offices are located in Taiwan, Japan, and spain. The group has over 71 manufacturing plants globally and has JVs/Technical Agreements with world-renowned manufactures from Japan, Italy and Taiwan.

Minda Industries Limited — A flagship company of unO MInDA GroupOur story of embracing change to explore newer horizons

Minda Industries Limited (‘MIL’ or ‘We’) is a flagship company of the UnO Minda group with a workforce of more than 23,000 people. We develop and manufacture proprietary automotive solutions for different segments of the automotive industry. As a technology leader, MIL endeavours to deliver cutting-edge technology and premium quality through its diverse product basket of more than 20 products.

TRAnsFORMIng TODAY. REIMAgInIng TOMORROW.

14 ANNUAL REPORT 2020-21

gROUP VIsIOnTo be a sustainable global organisation that enhances value for all its stakeholders, attains Technology Leadership and cares for its people like a Family.

THE VIsIOn DECODEDSustainable:

A business model that is dynamic, responsive, self-evolving and resilient over time, which meets the needs of the present without compromising the ability to meet the needs of future. It successfully manages technological, financial, social, and environmental risks, obligations, and opportunities, from time to time.

VALUEs

Global:

Having manufacturing footprints in all major geographies globally i.e. Asia, Africa, Europe, north America, and south America.

Stakeholders:

Customers suppliersEmployees Technical Collaborators

Community shareholders

Technology Leadership:

UnO MInDA would attain leadership in technology of its products and processes through JV partners, own R&D, Contract research, and M&A.

Employee Care:

UNO MINDA would

• Be like a family that employees could relate to and feel that they are a part of it - company and employees would care for each other at all times

• Grow its employees so that they are able to realise and unlock their full potential

Customer is supreme

Live Quality Encourage Creativity and Innovation to Drive People, Process & Products

Respect for Individual

Respect for Work-Place Ethics



MIL’s sUBsIDIARIEs, JOInT VEnTUREs AnD AssOCIATEs`74 BillionUNO Minda Group Turnover

71Plants Globally

20 +Product Lines

16Joint Ventures / TLA Partners

6Mergers & Acquisitions

23,000+Employees

700+Total Designers

275+Product Patents

250+Design Registrations

15+R&D and Engineering Centres Globally

40Group Companies

JOINT VENTURES & ASSOCIATES

Minda Westport Technologies Limited - 49%

Rinder Riduco s A s - 50%

Roki Minda Co Pvt Ltd (RMPL) - 49%

Minda TTE DAPs Pvt Ltd- 50%

Minda nexgen Tech Ltd - 26%

Denso Ten Minda India Pvt Ltd (DMIPL) - 49%

Minda D-Ten India Pvt Ltd - 51%

Minda Tg Rubber Pvt Ltd - 50%

Kosei Minda Aluminum Co Pvt Ltd - 30%

Auto Component - 49%

Yogendra Engineering - 49%

Toyoda gosei Minda India Pvt Ltd - 48%

Kosei Minda Mould Pvt Ltd - 49%

Tokai Rika Minda India Pvt Ltd - 30%

Minda Onkyo India Pvt Ltd - 50%

DOMESTIC SUBSIDIARIES

Mindarika Pvt Ltd - 51%

Minda Kyoraku Limited - 68%

Minda Kosei Aluminum Wheels Pvt Ltd - 70%

Minda storage Batteries Pvt Ltd - 100%

Minda Katolec Electronics services Pvt Ltd - 51%

Harita Fehrer Limited - 100%

YA Auto Industries (YA) - 51%

MI Torica India Pvt Ltd - 60%

MITIL Polymer Pvt Ltd - 95%

OVERSEAS SUBSIDIARIES

isYs RTs gmbH - 80%

PT Minda Asean Automotive - 100%

PT Minda Trading (PTMT) - 100%

Clarton Horn, spain - 100%

Clarton Horn, Morroco - 100%

Clarton Horn, Mexico - 100%

CH signalkoustic - 100%

global Mazinkert s L - 100%

Lights & systems Technical Centre s L - 100%

Minda Korea Co. - 100%

sam global Pte Ltd - 100%

Minda Delvis gmbH - 100%

Minda Industries Vietnam Company Ltd - 100%

Delvis Products - 100%

Delvis solutions - 100%



Financial capital World-class investment case

Social and relationship capital

Our people

Reduced Environment Impact

Social Uplift

Human capital

Natural capital

`3,298 Crore Capital employed

`455 Crore Cash capital invested

`6,374 Crore Revenues

11.4% EBITDA Margins

71

Manufacturing sites

20+

Product lines

switches Largest Manufacturer

Acoustics Largest Manufacturer

Alloy Wheels Largest Installed Capacities

Manufacturing capabilities

Intellectual capital

R&D and Innovation

Client Collaborations

New Products and Features

Testing and Approvals

Production Lines

Distribution and Touchpoints

OEMs and Aftermarket

Diverse Product Portfolio

`7 CroreCSR expenditure

60+Customers

300+

Vendors

15 Years+ Average Experience

10,000 + Permanent Employees

79,37,500 kw Energy Saved

`87 Crores Income Tax

9,000+ People Benefitted

600+ Students Trained

23,000+

Employees

4:1

Gender Composition

23:1

Domestic : International

15,36,894KwEnergy Generated from Renewable Sources

3,000+Trees Planted

Our

Res

ourc

es

OutputProcess

Our Products • Switches • Lightings • Acoustics • Casting • Seatings

• Others

Growth Opportunities• Favourable Regulatory norms

• Premiumisation

• Enhanced safety

• Electronification and EVs

• Export Focus

5% Investments in R&D

275+ Patents filed

250+ Designs registered

15 R&D & Engineering

centres globally

18Partners



2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

2020

-202

1

FINANCIAl CApITAl

REIMAgInIng gROWTH THROUgH OUR REsOURCEs

Our financial capital comprises cash generated by our operations and debt and equity financing. These funds provide working capital to run our business and finance both expansion and replacement capital expenditure. The funds are also used to pay interest on borrowed money and distribute dividends to shareholders when needed. We reinvest our financial capital in all the other capitals in a measured way to grow and sustain our business after careful consideration of the returns they are expected to generate.

`725 CroreEarnings Before Interest, Tax, Depreciation and Amortisation

`6,374 CroreRevenues

`325 CroreProfit before Tax

EPs (`) net Worth (` in Crore) Adjusted ROCE (%) net Debt-Equity

*ROCE: Return on Capital Employed*EPs: Earnings Per share Diluted

2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

2020

-202

1

16%

20% 20%

14% 14%

2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

2020

-202

1

1,059

1,391

1,7041,861

2,257

2016

-201

7

2017

-201

8

2018

-201

9

2019

-202

0

20.72

35.78

10.9

5.65 7.41

2020

-202

1

`1,868 CroreSwitching Systems

Revenues

`1,417 CroreLighting Systems

Revenues

`1,058 CroreOther Products

Revenues

`650 CroreSeatings

Revenues

`748 CroreCastingRevenues

`634 CroreAcoustic Systems

Revenues

0.11

0.28

0.49

0.40

0.31



this map is a generalised illustration only for the ease of the reader to understand the locations, and is not intended to be used for reference purposes. the representation of political boundaries and the names of geographical features/ states do not necessarily reflect the actual position. the Company or any of its directors, officers or employees, cannot be held responsible for any misuse or misinterpretation of any information or design thereof. the Company does not warrant or represent any kind in connection to its accuracy or completeness.

MANUFACTURED CApITAl REIMAgIng REACH THROUgH OUR WIDE PREsEnCE

We leverage on our asset base – including manufacturing facilities, R&D centres, warehouses, specialised equipment and high-end machinery – to manufacture components for our clients. We also rely on IT equipment and software to bring new products and solutions to our clients. Investment in warehousing, infrastructure, processing, and other assets is essential to deliver quality products reliably to our clients worldwide. MIL constantly explores new technology and ways to manufacture more efficiently and intelligently.

North & South America

Mexico (Queretaro)

Colombia (Manizales)

Europe

France (Epernon)

Italy (Turin)

Spain (La Carolina)

France (Epernon)

Germany

(Ettlingen/Konzell, Munich, Reutlingen)

Asia (w/o India)

Indonesia (Karawang)

Taiwan (Tainan)

Thailand (Bangkok)

Vietnam (Vin Phuc)

Japan (nagoya)

North Zone

Manesar

Bawal

neemrana

Bhiwadi

Delhi

Bahadurgarh

sonepat

Pantnagar

surajpur

nalagarh

Haridwar

West ZoneAhmedabad

Pune

Ahmednagar

Aurangabad

Waluj

Pithampur

South Zone

Bengaluru

Chennai

Hosur

Mysore

6 PLAnTs

7 sALEs OFFICE

4 DEsIgn CEnTREs

65 PLAnTs

7 sALEs OFFICE

12 R&D CEnTREs

HEAD OFFICE

REgIsTERED OFFICE



REIMAgInIng POTEnTIAL THROUgH OUR DIVERsE PRODUCT PORTFOLIO

Switching Systems

#1 * India’s largest switch

Player diversified across the

2-Wheeler (2W) and 4-Wheeler

(4W) segments

11 Manufacturing units

Acoustic Systems

#1 Indian and #2 global We are No. 1 in Horns in India and

2nd largest Horns Player globally

(post acquisition of Clarton Horns)


Others


7 Major categories

Seating

#1 in Indian, supplying to commercial vehicles, buses and 2-wheelers


Casting

We are market leader of Alloy

wheels in PV segment

2.7 MpA (PV & 2 W)

1.32 Lacs TPA Aluminium

Die capacity


Lighting Division

#3 India’s 3rd largest Automotive Lighting

Player, post-acquisition of Rinder group

Taiwan R&D & Design Center

Spain R&D Base for 2W

India R&D Base for 4W


Future areas

Controllers

Distributed & Integrated Body Controllers

Multi-Function Controllers

Wireless Chargers

Electric Vehicle Technologies

Power Management Controllers

Brushless Motor Controllers

DC Converters

On Board Chargers

smart Plug

Lighting

Digital Lamps

Adaptive Front Lighting

sequential Lighting

Ambient Lighting

Advanced Driver Assist

Parking systems

Collision Avoidance

Around View

Aug reality HUD

smart city Brake support system

Infotainment & Connectivity

Android Infotainment

Deep Thinking & Interactive Voice

Rear seat Entertainment

Telematics & IOT

smart City solutions

3g/4g TCU

Flash Over the Air

smart Antenna

Data Analytics



INTEllECTUAl CApITAl

REIMAgIng POssIBILITIEs THROUgH InnOVATIOn

At MIL, innovation and efficiency are the driving force of research and development (R&D) across all our divisions. R&D is our starting point for new value creation which helps us take steps to strengthen our planning further. It enables us to perceive society’s needs and produce competitive products accurately.

• Two-tier engineering organisation

• Business-focussed product engineering teams attached to the business

• Global technical centres with focus on advanced and future technology

r&D Vision

Self-Reliance

skill Upgradation, Technology Absorption, Technology Acquisition and Technology Creation

Innovation and Creativity

Fields of Products, Processes and services

Integration with Electronics

Exploring Ways to Master Electronic Embedded systems for Inclusion in our Products

Robust NPD Process

First Time Right with global Quality standards and On-Time Completion of Projects

Central r&D• Lighting & Acoustics Systems (LAS)

• Electronic & Control Systems (ECS)

• Seating Comfort Systems (SCS)

• Light Metal & Powertrain Systems (LPS)

• Engineering (COC)

• Creative Design (INITIA)

700+Engineers

75+ R&DTechnology Projects

About ‘CREAT’Innovates and tests embedded electronic

products related to connected vehicles,

telematics, ADAs, infotainment, EV technologies,

controllers and sensors, advance lighting

and technologies related to next-generation

automotive needs. Works in collaboration with

other entities of the UnO MInDA group and

external technology providers.

About iSYS RTSisYs is a niche player engaged in systems

engineering, development of hardware and

software with product and services offering

in embedded systems, Electronic Control Unit

(‘ECUs’ or ‘controllers’). These automotive ECUs/

controllers are used in lighting, infotainment

systems, automation and building technologies,

among others.

About Light SystemsLsTC is a centre fully specialised in the process of

design and R&D of lighting components, including

the mechanical, optical and electronic design

along with development of the production lines

in addition to offering technical support for the

group´s factories.

About DelvisThe Delvis group is engaged in automotive

lighting design and engineering. It is one of

the top players established in the automotive

industry. With its state-of-the-art technology

for design, electronics and lighting engineering,

Delvis engages with OEMs in pre-development

activities for high-end platforms. Through its

active participation, it is successful in realising

innovative concepts and solutions for next-

generation vehicles.



is in production, and we have also won prestigious business customer awards.

Smart Charger and Sensors for 2-wheeler and 3-wheeler EV vehicles

We welcome the government

move via FAMEII to support

EV adoption. 2-wheeler and

3-wheeler segments will

get benefited most. We are

aggressively working on

products to cater to this

promising EV market. One of the products that we have

taken successfully to production is the smart charger. It

has variants to support safe charging of EVs at home, at

captive location and at public charging space.

It is our ambition to be a long-term automotive technology player in all the markets and all the product categories that it is present in.

To realise the self-reliance technology strategy, over the years Minda has been investing in building its global R&D footprint. With its flagship R&D centre in Pune and its in-house Design studio, Minda also has global R&D footprint in germany and in spain.

Our focussed technology strategy is to incubate new products, make existing product portfolio of Minda smarter and accelerate its move from component supplier to system supplier. The focussed technology markets for Minda R&D are Connectivity, Electrification, safety & Convenience and In-vehicle experience.

We have attained consistent success in its endeavour and there are multiple products which are in various stage of incubation and multiple projects which are under development with OEMs in India and in Europe.

We have been working aggressively for last seven years in Connected Vehicle space. We have been proud to be associated with Industry leading connected vehicle programs. To support the growing demand of connectivity solutions in vehicle and to also support the compliance to AIs140 legislation, we have developed and launched a unique telematics control unit that caters to both connected car and connected fleet market. It has features of over the air software updates, vehicle networking communication and cybersecurity to provide significant value to our customers.

For us, our greatest strength is our people. Across our R&D locations our talented engineers are working seamlessly to ideate, incubate and scale up technologies for India market and for all markets in which Minda is present. We are committed to ‘Make in India’ and we are committed to increase our self-reliance in technology.

Our products which are in ‘hall of fame’ for fY20-21

Wireless Charger

With rapid penetration of smart phones, there is an increased adoption of smart phone compatible solutions in vehicle cockpit electronics.

We are coming up with various products and solutions to cater to this market trend.

One of the key products that Minda has developed and launched is a Qi compliant automotive grade wireless charging solution and we have successfully acquired multiple customer projects. We have set up a dedicated assembly line for the product.

Logo Projector

WLogo Projector is a product out of our international engineering centre in germany – Delvis gmbh. This is a lightning product which help project brand image / specific messaging of car thereby enhancing differentiation and indivisualisation for OEM. The product

In addition to it we have developed sensors to measure and improve various parameters of eV powertrain.

• Brake Pedal Sensor for EV Regenerative Braking

• EV Battery Temperature Sensor

• Accelerator Position Sensor for EV

• Vacuum Sensor for EV Brake System



HUMAN CApITAl

REIMAgInIng PROFICIEnCY THROUgH OUR PEOPLE

We heavily depend on the expertise and experience of our people. Their health, skills and safety are imperative for us to function efficiently and operate our facilities smoothly. As we work on our people and their development, we assist in the delivery of our larger strategy. Our people management methodology contributes to resolving inequalities at the workplace. Our ongoing investment in employee training and development is aimed at preparing our people for a digital future.

Last year was full of challenges, and we started the year with an outbreak of COVID-19. Our focus shifted primarily to three important areas: Employee safety and Wellbeing, Effective Communication and Managing Teams, and Remote Work. We created special COVID-19 task force teams to take care of employees. We also conducted regular townhalls to boost employee morale along with effective and continued communication. We also strengthened our focus on organisation processes and systems.

To achieve our group goals, we cascaded organisation goals to KPIs and cascaded KPIs till the last level of the organisation. This helps employees to align with our organisational goals. We further strengthened our process by relooking and updating our sOPs to align them to the internal and external needs.

We also redesigned and further strengthened Human Resource (HR) function by crafting a new role of the regional hub in all geographies where we have our presence. This makes HR support accessible to all employees.

employee safety• Following 5S practices

• Providing proper safety devices and defining

proper work procedures

• Conducting risk assessment regularly to identify

hazards and analyse the risk associated with them

• Conducting safety audits of the plants to identify

unsafe acts and conditions and to improve the

facility further

• Initiating EHS training on a regular basis to

improve the skill and awareness of employees

• Sharing EHS knowledge through Weekly EHS

Communication to all

• Organising monthly EHS Committee Meeting at all

levels to review the EHs practices on regular basis

• Capturing/reporting unsafe acts/conditions with

the involvement of all employees

• Launching EHS web application to report/track/

monitor/closure of unsafe acts/conditions, among

others

• Conducting regular EHS promotional activities

among all employees

• Reviewing regularly to improve the closure of EHS

observations

• Sharing OPL as a lesson learnt from accident/

incident, if any

• Deploying EHS best practices in plants,

horizontally

• Taking proper action to avoid the recurrence of any

unsafe condition/incidents/accidents, among others

Learning and development• Created 50 E-learning modules in line

with defined competency framework

• More than 5 modules got developed by external experts

• Launched a dedicated learning platform named ‘The Learning Hub’

• Developed unit level and function level trainers to increase the penetration of training

• Imparted function-wise trainings

• Conducted special leadership trainings for DgEMs, basis their turnover. Impact study for the same will be done next year

• Tied up with universities for specialised trainings



SOCIAl & RElATIONSHIp CApITAl

REIMAgInIng VALUEs THROUgH COLLABORATIOns

4-Wheeler switches

1995

seating system

2021

Car Infotainment

2012

Lighting solutions

2020

TLA for LPDC Alloy Wheel

Telematics Products Complying to AIs-140 norms

2019

TLA for Battery

Management solutions

AMP

6Mergers and Acquisitions

3Technical License Agreements

13Joint Venture Partners

Blow Moulding

Raw Material Procurement

2011

Hoses

Cng Kits

Air Filters

2010

JV - Alloy Wheels

M&A Horns

2013

High-end sensors for

BsVI Application

Embedded software

2018

Driving Assistance systems& Products (DAPs)

2017

Printed Circuit Boards (PCB) and Box Build Assemblies

Infotainment – sound and Amplifier systems

M&A 2 W Light

M&A LsTC

2016



For over two-and-a-half decades, MIL has contributed to the holistic development of underprivileged communities. Through our initiatives, we have been able to reconcile the interests of People and the planet. The foundation touches 12,456 people from 18 villages across seven states in India.

Our endeavour is to enable and empower the underprivileged section of the society and help them live with dignity and happiness. For UnO MInDA, Corporate social Responsibility (CsR) is an integral part of the group’s larger business strategy. And as a flagship company and a responsible industry member, it is fundamental to our goal as well. We continuously strive to improve the lives of the people around us with our meaningful intervention. We focus on vocational training, school development and other employability development programmes.

We have various CsR activities which specifically fall under the broad umbrella of four categories: Education, skill Development, Health Care and Community Development. Through our activities under these broad heads, we desire and pledge to encourage and inspire the community. We use a strategic approach of involving and engaging people to help them evolve. The idea is to develop

the competency of the deprived communities through capacity building, education and other community volunteering programmes leading towards sustainable development.

Our group is engaged in supporting various social and charitable causes. We have different programmes run under the aegis of suman nirmal Minda Charitable Trust (snMCT).

suman nirmal Minda Charitable trust (snMCt)snMCT through samarth-Jyoti, is running centres at various locations including Manesar, gurugram, Bawal (Haryana), Mahesana (gujarat), Pune (Maharashtra) and Udham singh nagar (Uttrakhand), Hosur and Chennai (Tamil nadu).

These centres run various community-centric programmes, including remedial programmes (coaching classes) for government school students, pre-Primary education and vocational training courses like IT literacy, cutting and tailoring, beauty culture, and embroidery programmes for underprivileged children, adolescents and women in need.

REIMAgInIng REsPOnsIBILITY THROUgH COMMUnITY BUILDIngREIMAgInIng REsPOnsIBILITY THROUgH COMMUnITY BUILDIng

Testing facilities for COVID-19 Beauty-Culture students in practical class

Ration distributed in gujarat to support families during the pandemic. Festival celebration at Karnawas school Cutting and tailoring Practical Class



Natural Capital

Reimagining TomoRRow ThRough RighT appRoach

we believe that a low carbon approach is not peripheral to business, it is integral to it. This mindset represents a foundation that facilitates business scalability. This priority is now virtually universal, making it possible to attract at a lower cost; it enhances stakeholder confidence translating into stronger employee retention. By making operations safer, more predictable and more efficient, there is a positive influence on profitability. miL has embraced the philosophy of a low-carbon business and intends to emerge as a responsible thought leader.

Sustainability represents a significant component of miL’s corporate values. our sustainability roadmap addresses significant action fields such as climate protection, occupational safety, and sustainable supply chain.

we have identified various energy conservation projects at the group level for all the utilities including:

• Usevariablefrequencydriveswhereverrequired

• Energy-efficientpumpingsystem

• IE3&IE4motorsforcontinuousoperations

• LEDlightingandautomation

• Energymonitoringsystem

• FRPfansincoolingtowers

• Demandmanagement

• Workonoptimisingthecabledistributionlosses

• UsePNGinsteadofotherliquidfuels

KEyPRIoRItIEsFoRFy2021-22

We use renewable energy at our facilities, and we have plans to

scale it up to 40% share till FY25.

To reduce energy consumption

To reduce water consumption

To reduce CO2 emission

RenewableEnergyshare(%)-Fy-20-25

2019

-202

0

2020

-202

1

2021

-202

2

2021

-202

2

(202

2-20

25)

1.28 1.61

9.28

22

40

With Solar Roof Top

79,37,500Kilo watt energy saved

Reduced Environment Impact



AWARDs & RECOgnITIOns

“The 5th Institute of Company Secretaries of India (ICSI) CSR Excellence Award”

for extraordinary contribution towards CsR, under the category of The Best Corporate in The Emerging Category.

N K Minda - Best CEO Award

(Emerging Category) by Business Today

“Most Promising Company of the Year”

(Emerging Category) by Business Today

WINNER of “Golden Peacock Award for Excellence in Corporate Governance”

for the year 2020 by Institute of Directors.

The Iconic Brand of India

by Economic Times

N K Minda - EY Entrepreneur of the Year

(Manufacturing Category)

2021

2020

2019

2021

2020

2020

2021

2019

Certification

“Comprehensive Excellence”

UnO MInDA

“Overall performance”

MKL & M DTEn

“Quality Excellence”

MTg & Roki Minda

“VA-VE”

MTg

“platinum Rating Award”

Minda Harita

“New part Development BS-VI”

Minda Rinder

“Delivery Management Award”

M J Casting Ltd. & Tg Minda

“Best QCDDM performance”

Roki Minda Co. Pvt. Ltd

“HR Excellence Award”

Mindarika Pvt. Ltd.

“Quality & Delivery Excellence”

Tg Minda

“Special Support Award”

MIL – switch Division

“Exceptional Support Quality”

MIL – Lighting Award

“Best Safety leader”

MIL – Lighting 4W Div.

“Zero ppM & 100% timely Delivery”

Minda Denso Ten

“Grand Award for QCD performance & Extraordinary

support”

Roki Minda Co. Pvt. Ltd

“Shift To Use Quality Award”

Minda Industries Ltd – 2W switch

Div.

“Special Support & Delivery Award”

MIL – Lighting 2W Div.



TRAnsFORMIng gOVERnAnCE. REIMAgInIng MAnAgEMEnT.

Mr. Nirmal K. Minda

Chairman & Managing Director

• An industrialist with over three decades of rich business experience in the Auto Components sector

• Instrumental in forging new alliances and joint ventures with reputable global players

• Currently leading the USD 80 bn UnO MInDA group with various other laurels to his credit

• Bestowed with ‘Haryana Ratna Award’ for his ‘professional and social achievements’

• Helped the Group grow manifold under his dynamic leadership

• Established footprints globally and received numerous awards and recognitions

• Held many offices in bodies such as CII as Vice Chairman, Haryana state Council & special Invitee, northern Regional Council

• Served as the Chairman of ACMA, northern Region, for three consecutive years, followed by Vice President for 2016-17 and President of ACMA for the year 2017-18

• Conferred with ‘EY Entrepreneur of the Year’ Award in Manufacturing Category in 2019

Mr. Ravi Mehra

Deputy Managing Director

• A fellow member of the Institute of Chartered Accountants of India and The Institute of Company secretaries of India

• With 31 years in the industry, Mr. Mehra has a rich management experience and has handled roles in strategy, finance, marketing, manufacturing, materials, HR, and product/technology development.

• Mr. Mehra’s association with UNO MInDA dates back to 1995, when he joined the group as general Manager (Finance). He has held various leadership positions in UnO MInDA group.

• Under his leadership, the Group’s 2W/3W switch business has expanded globally, catering to AsEAn countries, Europe, and Japan, besides being no. 1 in India.

Mr. Anand K Minda

Non-Executive Director

• Over 36 years of hands-on experience in financial control, reviews, manufacturing, and project management

• Appointed Board Member since 2011

• Plays pivotal role in new projects and strategy formulation

• Member of the Company’s nomination and Remuneration Committee, stakeholders Relationship Committee, and CsR Committee

Ms. Paridhi Minda

Whole-time Director

• Management Graduate from Bradford University, London. Holds a certification from London school of Economics in Marketing

• Joined UNO MINDA Group in 2001

• Initially, spent extensive time on shop floor, getting insights into best practices in manufacturing. Also worked closely with all 6M functional heads, understanding the nuances of running a successful business

• Subsequently, got associated with the Lamp business of UnO MInDA group and worked closely in diverse functions over the next seven-eight years

• Instrumental in driving process efficiency and led some de-bottlenecking assignments

Mr. K. K. Jalan

Independent Director

• Postgraduate in Social Sciences (Development Administration) with distinction from University of Birmingham, UK

• Service experience of over 40 years, including secretary to the government of India (Jan 2016-Jun 2017) for the Ministry of Micro, small & Medium Enterprises (MsME)

• Seasoned officer with a repute of good governance. spearheaded significant changes at Employee Provident Fund Organisation as Central Provident Fund Officer

• Recipient of various awards and accolades for outstanding work during his career stints at various organisations, including the national E-governance Award – gold Category – for implementation of UAn in EPFO, Director special Award for outstanding contributions during stay at IIPA & Bhim Award for promotion of sports in Haryana, among others

Mr. Satish Sekhri


• A Mechanical Engineering graduate from Delhi College of Engineering and has a Master’s degree in Business Administration (MBA)

• More than 40 years of experience in the field of automotive industry

• Held various senior positions, including Managing Director of Bosch Chassis systems India Ltd. (from 1995 to March 2010)

• Been a member of the Executive Committee of professional bodies such as Automotive Components Manufacturers’ Association, Maharashtra Chamber of Commerce Industries and Agriculture, and CII Pune Zone Council



TOP MAnAgEMEnT TEAM

Ms. Pravin Tripathi


• Master’s in English Literature from Punjab University

• Former Indian Audit & Accounts service (IAAs) Officer of 1973 Batch with more than four decades of experience in the field of Audit & Accounts

• Held various senior positions, including that of Deputy Comptroller & Auditor general of India and Chairperson Audit Board, Member of the Competition Appellate Tribunal, Member of Airport Economic Regulatory Authority Appellate Tribunal and Chief Auditor, and Municipal Corporation of Delhi, among others

Dr. Chandan Chowdhury


• An Ms in Mechanical Engineering and has a double Doctorate

• Currently, he is a Senior Associate Dean and a Practice Professor of Operations Management and Information systems at the Indian school of Business (IsB)

• He is also the Executive Director leading the Munjal Institute for global Manufacturing and the Punj-Lloyd Institute for Infrastructure Management at IsB, the two institutes set-up with MIT, as an Associate Partner

• Before joining ISB, he served top multinationals like Dassault systems and IBM – software group as Managing Director and Country Manager. During his stint in the industry, he has worked in many leading organizations in their initiatives on technology-driven business transformation

• He has an excellent blend of academia and industry. During his last academic stint, Dr. Chandan was a Professor, Dean (Academy), Chairman (Board of Research) and Member (Board of governors) at nITIE (national Institute of Industrial Engineering, established as a joint initiative between United nations and government of India in 1963)

• Professor Chandan has been the recipient of numerous awards, and his special areas of interest are ‘Innovation’ and ‘Technology-Enabled Business Transformation’

Mr. Sunil Bohra

Group Chief Finance Officer & Chief Procurement officer

Mr. Rajiv Kapoor

Group Chief Human Resource Officer

Mr. Amit Jain

Group Chief Technology Officer

Mr. Naveesh Garg

Group Chief Strategy and Marketing Officer

Mr. Ravi Mehra

CEO-Electronics& Control Systems

Mr. Sudhir Kashyap

CEO- Safety & Comfort Systems

Mr. Kundan K. Jha

CEO- Light Metal and Powertrain Systems

Mr. Rajeev Gandotra

CEO- Lighting & Acoustics Systems

Mr Rakesh Kher

CEO-Aftermarket



Board of Directors

Mr. Nirmal K. Minda – Chairman & Managing Director

Mr. Ravi Mehra – Deputy Managing Director

Mr. Anand Kumar Minda – Non-Executive Director

Mr. K. K. Jalan – Independent Director

Mr. Satish Sekhri – Independent Director

Ms. Pravin Tripathi – Independent Director

Dr. Chandan Chowdhury – Independent Director

Ms. Paridhi Minda – Whole-Time Director

Statutory AuditorsB S R & Co. LLP

Chartered Accountants

Listed atBSE Limited

National Stock Exchange of India Ltd.

DepositoriesNational Securities Depositories Ltd.

Central Depository Services (India) Ltd.

Company SecretaryMr. Tarun Kumar Srivastava

Registered OfficeB-64/1, Wazirpur Industrial Area, Delhi – 110052

Corporate OfficeVillage Nawada Fatehpur, P.O. Sikanderpur Badda, Distt. Gurgaon (Haryana)

BankersAxis Bank

HDFC Bank

Standard Chartered Bank

Canara Bank

State Bank of India

Kotak Mahindra Bank

Citibank

Banco Bilbao Vizcaya Argentaria

HSBC

CORPORATE INFORMATION

CORPORATE INFORMATION

Key Works• Minda Industries Limited. Corporate Office

IMT Manesar, NAWADA P.O SIKANDERPUR BADDA

• Minda Industires Ltd. Creat Division Om Chambers T– 29/31, Floor 8, Bhosari Telco Road,

Balaji Nagar, Midc, Bhosari, Pimpri Chinchwad, Pune, Maharashtra 411026, India.

• Minda Industires Ltd. Controller Division First Floor, Gate No.427/10, 427/5, Village Mahalunge

Khed, Distt. Pune, Maharashtra-410501, India

• Minda Industries Limited Acoustics Division Gat No. 243 Kharabwadi, Chakan, Pune, Maharashtra

410501, India

• Minda Industries Limited Acoustics Division Plot No. -5-A, Plot No-5-A, Sector-10, Iie Pantnagar,

Udham Singh Nagar, Uttarakhand, 263153, India

• Minda Industries Limited Acoustics Division MTP. Vill. Naharpur kasan, P.O. Nakhrola, Manesar,

Gurgaon, Haryana, 122004, India

• Minda Industries Limited Acoustics Division Vill- Naharpur Kasan, P.O. Nakhrola, Gurgaon, Haryana,

122001, India

• Minda Industries Limited Autogas Division Vill- Naharpur Kasan, P.O. Nakhrola, Gurgaon, Haryana,

122001, India

• Minda Industries Limited lighting Division Vill- Naharpur Kasan, P.O. Nakhrola, Gurgaon, Haryana,

122001, India

• Minda Industries Limited lighting Division Survey No-21,Taluka Mandal, State High Way -07,

Jalisana, Ahmedabad, Gujarat, 382120, India

• Minda Industries Limited lighting Division MIDC, B-1/5, Industrial Area, Village, Nigoje, Pune,

Maharashtra, 410501, India

• Minda Industries Limited lighting Division Sipcot Industrial Park, Plot No B3, Sf 301P,302, Vengadu

Village, Pillaipakkam Post, India

• Minda industries Limited Switch Division Vill Nawada Fathepur, P.O. Sikander Pur Badda, Manesar,

Gurgaon, Haryana, 122004, India

• Minda industries Limited Switch Division Plot No. B-6, Minda Industries Ltd, MIDC, Village

Mahalunge, Pune, Maharashtra, 410501, India

• Minda industries Limited Switch Division S.no 209, Minda Industries Ltd, Upparapalli Village,

Mathagondapalli Post Thally Road, India

• Minda industries Limited Switch Division Sector-10, Plot No.5, Plot No.5, Iie, Sidcul Pantnagar,

Udham Singh Nagar, Uttarakhand, 263153, India

• Minda industries Limited Fuel Cap Division Me-1, Sec - 2A Imt Manesar, Village - Naharpur, Haryana

122050, India


CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL SECTION

47Minda Industries Limited

Board’s report

To the Members of


The Board of Directors hereby submit their twenty-ninth report along with the audited financial statements of the Company for the financial year ended on March 31, 2021. The standalone and consolidated performance of the Company is summarised below:

Financial results (Amount ` in Crores, unless otherwise stated)

particulars standalone Consolidated

FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20

Revenue from Operations 3,700.64 3,524.72 6,373.74 6,222.03

Other Income 54.62 64.85 47.03 40.49

Profit Before Tax 177.44 155.06 323.07 278.05

Add: Exceptional item (10.00) (42.75) 1.73 (34.46)

Less: Tax Expense 48.46 23.14 100.53 68.62

Profit before share of profit in associates and joint ventures 118.98 89.17 224.27 174.97

Add: Share of net profit in associates and joint ventures 24.17 12.97

Less: Non-controlling interest 41.81 32.76

Profit for the year attributable to the Owner of the Company 118.98 89.17 206.63 155.18

Add: Other Comprehensive income for the year attributable to the Owners of the Company

2.66 (3.80) 14.31 (1.93)

Total Comprehensive income for the year attributable to the Owners of the Company

121.64 85.37 220.94 153.25

Earnings per share (EPS)

Basic (in `) 4.45 3.40 7.73 5.92

Diluted (in `) 4.27 3.25 7.41 5.65

Other Equity attributable to the Owners of the Company 1,593.45 1,296.97 2,202.18 1,808.64

The financial statements for the year ended March 31, 2021 have been prepared after giving effect to the scheme of amalgamation of five Harita Group Companies namely (i) Harita Limited (ii) Harita Venu Private Limited, (iii) Harita Cheema Private Limited, (iv) Harita Financial Services Limited and (v) Harita Seating Systems Limited with Minda Industries Limited. For details, refer Notes to Accounts forming part of this Annual Report.

Company’s performance

standalone

The standalone revenue from Operations for the FY 2020-21 was ` 3,700.64 Crores as against ` 3,524.72 Crores in previous year. The profit after tax for the FY 2020-21 was ` 118.98 Crores as against ` 89.17 Crores in the previous year. Total comprehensive income for the FY 2020-21 was ` 121.64 Crores as against ` 85.37 Crores in the previous year.

Consolidated

The consolidated revenue from operations during the year for the FY 2020-21 was ` 6,373.74 Crores as against ` 6,222.03 Crores in previous year. The profit after tax attributed to the Owners for the FY 2020-21 was ` 206.63 Crores, as against ` 155.18 Crores in the previous year. Total comprehensive income attributed to the Owners of the Company for the FY 2020-21 was ` 220.94 Crores as against ` 153.25 Crores in the previous year.

Consolidated Financial statements

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

CoVId-19

The WHO declared COVID-19 outbreak as a pandemic which continues to spread across the country. On March 23, 2020, the Government of India also declared this pandemic a health emergency and ordered on March 24, 2021 nation-wide lockdown of all non-essential business, imposed restrictions on movement of goods/ materials travel etc. which continued till May end. The lockdown was withdrawn in a phased manner in the next 6 months. During the lockdown, production was suspended at all the locations. Lockdown has


Board’s report (Contd.)

significantly impacted the business operations. Consequently, revenues and profitability have been adversely affected. In order to mitigate some of the impact, Company had taken various initiatives to manage its costs across the organisation and also took actions to conserve cash which is critical in times of crisis. This enabled the company to mitigate some of the adverse effect of the lockdown. From September, 2020 as the lockdown was gradually withdrawn green shoots of revival in the economy including auto sector started to emerge. The Company’s operations started to recover after effect of the pandemic, and the results for the quarter/nine months ended were promising.

However, the fangs of the pandemic again started to emerge from the beginning of the current year with much more severe impact on health and life of the people. This has again compelled various state governments to impose lockdown and create containment zones. The re-emergence of the pandemic in the current financial year has already impacted the operations of the Company and the economy as a whole. Based on current indicators of future economic conditions, the Company expects to recover as the demand comes from the customers.

Well-being and safety of the employees is of utmost priority. We are carefully monitoring the rapidly evolving Covid-19 pandemic and will continue to proactively respond based on the evolving situation. The Company is undertaking all the necessary measures to ensure compliance with the terms and conditions put in place by concerned authorities. The Company will work towards an orderly return to production once conditions permit.

dividends

The Board at its meeting held on 04th February 2021, declared an interim dividend of ` 0.35 per equity share i.e. 17.50% on 27,19,28,704 equity shares of ` 2 each. Further, the Board at its Meeting held on June 13, 2021 has recommended a final dividend of ` 0.50 per equity share for the financial year ended on March 31, 2021, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The total dividend for the financial year ended on March 31, 2021 aggregates to ` 0.85 per equity shares of ` 2 each i.e. 42.50%.

The Company has complied with the dividend distribution policy of the Company, the copy of which is available on the website of the Company at https://www.unominda.com/images/Corporate_governance/Corporate_Governance_Policies/Dividend-Policy.pdf

transfer to reserve

The Company has not proposed any amount to be transferred to the General Reserve.

share Capital

authorised share Capital

The authorised share capital of the company during the year has increased from ` 1,20,13,14,500/- to ` 2,14,28,20,500/- due to addition of authorised share capital upon merger of 4 wholly owned subsidiaries viz (i) M J Casting Limited, (ii) Minda Distribution Services Limited, (iii) Minda Auto Components Limited and (iv) Minda Rinder Private Limited, w.e.f. August 01, 2020 with the Company.

Further the authorised share capital of the Company has been increased to ̀ 5,11,69,20,500/- due to addition of authorised share capital upon merger of 5 Transferor Companies viz (i) Harita Limited, (ii) Harita Venu Private Limited, (iii) Harita Cheema Private Limited, (iv) Harita Financial Services Limited and (v) Harita Seating Systems Limited, w.e.f. April 01, 2021

Issue of equity shares on rights Issue basis

The Board of Directors at their meeting held on June 29, 2020 and August 11, 2020 approved the issue of 97,11,739 fully paid up equity shares at an issue price of ` 250 each (including premium of ` 248 per equity share over face value of ` 2 each) under rights issue basis. The Company allotted 97,11,739 equity shares on rights issue basis on September 15, 2020.

Issued, subscribed and paid-up share Capital

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2020 was ` 52,44,33,930/- comprising of 26,22,16,965 Equity Shares of ` 2 each. The Company came out of Right Issue and allotted 97,11,739 equity shares on September 15, 2020. As a result the Issued, Subscribed and Paid-up share capital of the Company increased to ` 54,38,57,408/- comprising of 27,19,28,704 Equity Shares of ̀ 2 each. The Issued, Subscribed and Paid-up share capital of the Company as on March 31, 2021 remains at ` 54,38,57,408.

Key Business developments during the year under review

i. Merger of four wholly-owned subsidiaries with the Company

The National Company Law Tribunal (NCLT) Delhi Bench has vide its order dated June 1, 2020 sanctioned the composite scheme of merger of Company’s wholly owned subsidiaries i.e. M J Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (formerly known as Rinder India Private Limited), with the Company. The order of NCLT was filed with Registrar of Companies (ROC) on August 01, 2020 and the said merger is effective from the date of filing with the ROC. It may be noted that in terms of relevant provisions of INDAS the financials statements of the Company for the




previous financial year (FY 2019-20) has already been prepared after giving effect to the aforesaid scheme of the amalgamation.

ii. Merger of Harita Limited, Harita Venu private Limited, Harita Cheema private Limited, Harita Financial services Limited., and Harita seating systems Limited with the Company

The National Company Law Tribunal (NCLT) Chennai Bench having jurisdiction over Transferor Companies and NCLT, Delhi Bench having jurisdiction over Transferee Company, have vide their order dated February 23, 2021 and February 01, 2021, respectively sanctioned the composite scheme of merger of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited (“Transferor Companies”) with the Transferee Company i.e. Minda Industries Limited.

The said order of NCLT, Chennai Bench was filed with ROC on March 26, 2021 and order of NCLT, Delhi Bench was filed with ROC on April 01, 2021 and as such the said merger is effective from the date of filing with the ROC.

In terms of the scheme the Company had sent Election Notice to the shareholders of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited to opt either to receive equity shares of the Company or to receive Non-Convertible Redeemable Preference shares of the Company. Election Notice was not sent to the shareholders of Harita Financial Services Limited as the entire shares of Harita Financial Services Limited was held by Harita Limited. The Company has allotted on May 12, 2021 securities to the shareholders of the said companies.

Further in terms of the composite scheme of the amalgamation, Company has sent Election Notice to the shareholders of Harita Seating Systems Limited to opt either to receive equity shares of the Company or to receive Non-Convertible Redeemable Preference shares of the Company. The Election period ends on June 11, 2021. After the end of Election period Company shall allot securities to the shareholders of Harita Seating Systems Limited as per option exercised by them.

iii. Update on Merger of Minda I Connect private Limited

The Board of Directors of your Company had, its meeting held on February 6, 2020, approved the merger of Minda I Connect Private Limited (“Transferor Company” or “Minda I Connect”) with Minda Industries Limited (Transferee Company) by way of Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013.

In-principle approval of Stock Exchanges has been received on December, 2020. The said merger is subject to approval of shareholders, creditors, NCLT and other regulatory authorities.

Minda I Connect is inter alia engaged in telematics business and development of related software, hardware, designing, programming in automotive mobility and information technology segment. Transferor Company Brands - I-Connect and Carot have been established as a leading telematics brand in India (Hardware and software).

Your Company desires to expand its business in automotive components and this amalgamation would lead to improved customer connect and enhanced market share across product segments relating to auto sector. The Transferor Company’s products like software, hardware, designing, programming in automotive mobility and information technology segment will synergise well with the product groups of the Company. In consideration for amalgamation the shareholders of the Minda I Connect, shall receive 10 (Ten) fully paid up equity shares of the Company of ` 2 each for every 179 (One Hundred Seventy-Nine) fully paid up equity shares of Minda I Connect of ` 10 each.

The Scheme is available on the website of the Company at https://www.unominda.com/uploads/Investor/June_2020/scheme-of-amalgamation.pdf

iv. setting up a project for 4Wheel Lighting in Gujarat

Company has proposed to set up a new plant for 4 wheel lighting in Gujarat, by incremental expansion and transfer of existing business (existing product line/small lamp) from Manesar to Gujarat and existing project line (Tail lamp) from Pune to Gujarat. The estimated cost of the project is ` 89.69 Crore. The project is expected to commence in Quarter 4 of 2021-22.

v. Major expansion in Joint Venture/subsidiary Companies

(a) Minda Kyoraku Limited

Minda Kyoraku Limited, a subsidiary of the Company has decided to expand its Blow Moulding plant in Bangalore and to install a paint shop facility therein at an estimated cost of ` 87.29 Crore. The expected SOP is Q1 of 2022-23.

(B) Minda Kosei aluminum Wheel private Limited

Minda Kosei Aluminum Wheel Private Limited manufactures aluminium alloy wheels mainly for OEMs. It has two plants in India, 1st plant is located in Bawal, Haryana and the 2nd plant in Dekavada, Gujarat.

Minda Kosei has proposed to increase capacity of its Bawal Plant from 1,20,000 wheel per month to 1,80,000 wheel per month at an estimated investment of ` 167 Crore. The expanded production is expected to start from Quarter 4 of 2021-22.



Change in Nature of Business

There is no change in the nature of business of your Company during the year.

Material Changes and Commitments

Except for impact of lockdown due to COVID-19 pandemic, there were no material changes and commitments occurred between the end of the financial year as on March 31, 2021 and the date of this report which affects financial position of the Company.

employee stock option scheme

Your Company has implemented UNOMINDA Employee Stock Option Scheme 2019 or UNOMINDA ESOS 2019 (hereinafter referred to as the “Scheme”). The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options, convertible into equity shares of the Company, which is approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme. One option shall entitle the eligible employee to one equity share. The NRC of the Board is empowered to administer this scheme including to determine the eligible employees, the vesting period and exercise price of the options.

NRC, on January 28, 2021, has granted 88,325 number of options convertible into equal no. of Equity shares having face value of ` 2 each to the eligible employees of the Company and its Subsidiaries at a price of ` 325 per option.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014, disclosure with respect to the Scheme of the Company as on March 31, 2021 is enclosed as annexure-a to this Report. The ESOS 2019 has also been uploaded on the Company’s website at www.unominda.com.

The Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (‘Employee Benefits Regulations’) and there has been no change to the plan during the financial year.

Issuance of Commercial paper and its Listing

During the year, Company has issued Commercial paper (CP) 4 times to meet its short term funds requirement resulting into the savings in finance cost of the Company.

The following CPs were issued during 2020-21 :-

s. No.

date of allotment

date of maturity

Cp Issue Value

Whether Listed

1 June 19, 2020

September 17, 2020

` 50 Crores Listed

2 July 28, 2020

October 26, 2020

` 25 Crores Unlisted

3 August 07, 2020

December 05, 2020

` 25 Crores Listed

4 March 18, 2021

June 16, 2021

` 50 Crores Unlisted

Corporate social responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy.

During the year under review, the CSR policy has been revised as per the Companies (CSR Policy) Amendment Rules, 2021 dated January 22, 2021. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.unominda.com/investor/ corporate-governance

Conservation of energy, technology absorption and Foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule-8 of the Companies (Accounts) Rules, 2014, is enclosed as annexure-C to the Board’s Report.

Corporate Governance

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as annexure-d to the Board’s Report.

The Certificate issued by M/s. Sanjay Grover & Associates, Company Secretaries in practice confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as annexure-e to the Board’s Report.

risk Management policy

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Company’s website www.




unominda.com. The Company has also laid down the procedures to inform Board members about risk assessment and minimisation procedures.

Regular meeting of the Risk Management Committee are held to review and further improve the risk management systems of the Company. During the year under review, the Committee re-assessed top 10 risks and its mitigation plan. Risk management is an ongoing activity considering the dynamic business environment in which Company operates. Continuous re-assessment of risks and mitigation plan has helped the Company to mitigate new evolving risks and minimise adverse effect of such risk in the interest and for the benefit of all the stakeholders.

Internal Financial Control and its adequacy

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Company’s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Company’s internal control systems are commensurate with the nature of its business, the size and complexity of its operations.

The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

Human resource Management

This year was full of challenges, we started the year with an outbreak of COVID 19. Our focus shifted primarily to three important areas: Employee safety & wellbeing, Effective Communication and Managing teams & work remotely.

We created special COVID task force teams to take care of employees. We also conducted regular townhalls to boost employee morale and for effective and continued communication

This year we strengthened our focus on organisation processes and systems. We identified all unique roles in the organisation and created task force to rewrite all role descriptors for each such role. To position right person for right job, we conducted virtual assessment center for all Manager and above employees.

To achieve our group goals, we cascaded Organisation goals to KPIs and cascaded KPIs till last level of the organisation. This will help employees to align with organisation goals. We further strengthened our process by relooking and updating our SOPs to align them to internal and external need

We also redesigned and further strengthened Human Resource function by crafting a new role of regional hub in all geographies where we have our presence. This makes HR support accessible to all employees.

During this year we became more agile by moving employee data to eHRM module of Success Factors where we have completed our first performance management cycle. eHRM helps Organisation to make quick and right decision on Successional planning and other initiatives related to employee as employee data is now available on a click of button.

At the end of the last quarter when things started coming back to normal, second wave hit us more hard, this is clear indication that focus on employee safety and well-being will remain our key focus for some more time.

particulars of employees

The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as annexure-F.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member intends to obtain a copy of the said details may write to the Company Secretary.

Vigil Mechanism

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders, collectively known as the “Reporters” of Minda Industries Limited. The helpline will serve as an avenue for the Reporters to ‘blow the whistle’ in case they come across any unethical or fraudulent activity happening in the organisation.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities.

The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable



matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

directors and Key Managerial personnel

As on March 31, 2021, there were seven (7) Directors on the Board of your Company, consisting of four (4) Independent Directors, one (1) Non-Executive Director, one (1) Executive Director and one (1) Chairman & Managing Director (CMD).

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2021 are:

i. Mr. Nirmal K. Minda, Chairman and Managing Director,

ii. Ms. Paridhi Minda-Whole-Time Director,

iii. Mr. Sunil Bohra-Chief Financial Officer, and

iv. Mr. Tarun Kumar Srivastava- Company Secretary & Compliance Officer of the Company.

During the year under review, there were no changes in the Key Managerial Personnel of the Company.

During the year under review, the tenure of following Independent Directors were extended upon completion of first term:

sr. No.

Name of director

date of Completion of first term

period of re-appointment for second term

1. Ms. Pravin Tripathi

February 05, 2021

February 06, 2021 to February 05, 2023

2. Mr. Krishan Kumar Jalan

May 15, 2021

May 16, 2021 to May 15, 2023

The consent of the members is sought through Postal Ballot by way of special resolution for the re-appointment of Ms. Pravin Tripathi and Mr. Krishan Kumar Jalan as Independent Directors.

Board has appointed Mr. Ravi Mehra as Whole Time Director designated as Deputy Managing Director for a period of three years w.e.f. April 01, 2021 to March 31, 2024. The consent of the members is sought through Postal Ballot for the appointment of Mr. Ravi Mehra as Whole Time Director designated as Deputy Managing Director of the Company.

declaration by Independent directors

In compliance with Section 149(7) of the Act read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Act read with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Nirmal Kumar Minda retires by rotation and being eligible, offers himself for re-appointment. The details of Mr. Nirmal K Minda being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the Company.

Board evaluation

The evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note issued by SEBI in this regard. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A meeting of the independent directors was held on January 28, 2021 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors. The Nomination and Remuneration Committee (NRC) at its meeting held on January 28, 2021 also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organisation.

Familiarisation programme for Board Members

The Company has in place a structured induction and familiarisation programme for all its Directors including the Independent Directors. They are updated on all business related issues and new initiatives. They are also invited in management level business review meetings so as to step back and assist the executive management. They are also informed of the important policies of the Company including the ‘Code of Conduct for Directors and Senior Management Personnel’ and the ‘Code of Conduct for Prevention of Insider Trading.’

policy on directors’ appointment and remuneration

The Board Diversity Policy read with Nomination and Remuneration Policy aims to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On March 31, 2021, the Board consists of seven members, out of which, two are executive directors, one is non-executive director and remaining four are independent directors. The aforesaid policies of the Company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director




and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Company’s website https://www.unominda.com/images/Corporate_governance/Corporate_Governance_Policies/Nomination--Remuneration-Policy.pdf. There has been no change in the said policies during the year under review.

Meetings of Board and audit Committee

During the year, eight (8) Board Meetings and six (6) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings was not exceeding the period prescribed under the Companies Act, 2013.

Committees of the Board

The Company has the following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board’s Report.

directors’ responsibility statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. that they have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a ‘going concern basis’;

e. that they have laid down proper internal financial controls and such internal financial controls are adequate and operating effectively; and

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, cost and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2020-21.

related party transactions

All the related party transactions during the financial year were in the ordinary course of business and on arm’s length basis and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

The details of the transactions with related parties during the year under review are provided in the accompanying financial statements.

Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. During the year under review, there were no material related party transactions in terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.



During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has also adopted the Policy on Related Party Transactions and the same is available on the website of the Company at https://www.unominda.com/uploads/Investor/Sept_2020/mil-related-party-transaction-policy.pdf.

subsidiaries, Joint Ventures and associates

The Company has 11 direct subsidiaries, 13 step down subsidiaries, 8 joint ventures and 2 associates as on March 31, 2021 as defined under the Companies Act, 2013. Besides, the Company has control over a partnership firm and significant influence over 3 partnership firm as on March 31, 2021.

During the year under review, Minda TG Rubber Private Limited (non-material subsidiary) due to decrease in stake by 1.10% ceased to be subsidiary of the Company and is now a joint venture Company.

During the year, under review, the Company acquired 30% stake of Tokai Rika Minda India Private Limited (TRMN). TRMN is now an associate Company.

During the year under review, Company raised its stake in Minda Onkyo India Private Limited by ` 13.54 Crore to maintain the shareholding ratio of 50:50 as the JV Partner converted its ECB into equity share equivalent of ` 13.54 Crore.

During the year under review, Company decided to make a further investment upto Euro 2.9 Million in the equity shares of the Global Mazinkert, S.L. an overseas Wholly Owned Subsidiary of the Company.

Your Company diluted its stake in Kosei Minda Aluminum Private Limited by renouncing equity shares offered in Right basis to JV partner namely Kosei International Trade and Investment Company Limited, Japan. The Company decreased 11.69% stake in Kosei Minda Aluminum Company Private Limited, it continue to be a associate with the stake of 18.31% w.e.f. April 2021.

During the year under review, one (1) step down subsidiary was added namely Minda Korea Limited. Further Delvis GmBH, merged with Minda Germany GmBH, a step down subsidiary of the Company.

Pursuant to the provisions of Section 129(3) of the Act,

a statement containing the salient features of financial

statements of the Company’s subsidiaries, joint ventures

and associates in Form AOC-1 is attached to the financial

statements of the Company. Further, pursuant to the

provisions of Section 136 of the Act, the financial statements

of the Company, consolidated financial statements along

with relevant documents and separate audited financial

statements in respect of subsidiaries, are available on the

website of the Company at https://www.unominda.com/

investor/subsidiaries-annual-accounts

awards and recognition

Golden peacock award in Corporate Governance

During the year Company has won the Golden Peacock

Award for excellence in Corporate Governance 2020 from

the Institute of Directors, New Delhi. Golden Peacock Awards

is instituted by Institute of Directors and is now the most

prestigious award for Corporate Excellence worldwide.

Csr excellence award for extraordinary Contribution towards Csr

During the year, Company has been awarded “The 5th

Institute of Company Secretaries of India (ICSI) CSR Excellence

Award” for extraordinary contribution towards CSR, under

the category of The Best Corporate in the Emerging Category

The Institute of Company Secretaries of India (ICSI) National

Awards are one of the most prestigious awards, recognising

& promoting the culture of good governance and the social

responsibility.

deposits from public

The Company has not accepted any deposits from the public

under section 73 of the Companies Act, 2013 during the year

under review and, as such, no amount of principal or interest

was outstanding as on March 31, 2021.

particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under

Section 186 of the Companies Act, 2013 forms part of the

Notes to the Standalone Financial Statements provided in this

Annual Report.

auditors and auditors’ report

statutory auditors and statutory auditors report

At the 27th AGM, the Members approved appointment of

B S R & Co. LLP, Chartered Accountants (LLP Registration no.

101248W/W-100022) as Statutory Auditors of the Company

to hold office for a period of two years from the conclusion

of that AGM till the conclusion of the twenty-ninth AGM.

Tenure of existing Statutory Auditors i.e. B S R & Co. LLP, Chartered Accountants, is going to complete at ensuing Annual General Meeting and as per the provisions of Section 139 of the Companies Act, 2013, they are not eligible for further re-appointment as their tenure of 10 years will be completed. Accordingly, the Company is required to appoint a new auditor in place of outgoing auditor.




Board of Director of the Company, upon recommendation of the Audit Committee, has recommended to appoint M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm registration No. 301003E/E300005), as the Statutory Auditors in place of the retiring Auditors of the Company for five Years commencing from the conclusion of the ensuing 29th Annual General Meeting scheduled to be held on August 12, 2021 upto the conclusion of 34th Annual General Meeting of the Company to be held in the year 2026 subject to approval by shareholders in ensuing Annual General meeting. The Company has received Certificate from M/s. S.R. Batliboi & Co. LLP, Chartered Accountants stating that the appointment if made will be in accordance with conditions prescribed in rules and the auditor satisfies criteria provided under Section 141 of the Companies Act, 2013.

The Statutory Auditors’ Report for FY 2020-21, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

Cost accounts and Cost auditors

The cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

The Board of Directors upon recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119), as the Cost Auditors for FY 2021-22. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2021-22 is provided in the Notice to the ensuing Annual General Meeting.

secretarial auditors

The Board has appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No. P2001DE052900), to conduct secretarial audit for FY 2021-22.

The Secretarial Audit Report for the financial year ended March 31, 2021 is enclosed as annexure-G. The Secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer.

Further as per the requirement of Regulation 24A of SEBI (LODR) Regulation, 2015 the Secretarial Audit report of the material subsidiaries namely Mindarika Private Limited and Minda Kosei Aluminum Wheel Private Limited is also attached with the main Secretarial Report.

disclosure under the sexual Harassment of Women at Workplace (prevention, prohibition and redressal) act, 2013

The Company strives to ensure that all employees are treated

with dignity and respect. The Company is committed towards making efforts to maintain a workplace with physical and mental comfort, free of prejudice and bias based on sex, gender, race, caste, culture, nationality etc.

The Company is an Equal Employment Opportunity Company (EEOC) and is committed to create a healthy working environment that enables employees to work without fear or prejudice, gender bias and a harassment free workplace to all employees without regard to race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability.

The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with “sexual intent” defined under sexual harassment at the workplace - and Principle of Natural Justice.

The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving an employee or employees is a grave offence and is therefore, punishable. During the year, one complaint was received under the Act and enquiry is conducted by the Internal Complaint Committee and action has been taken.

Significant and Material Orders

No significant or material orders were passed by the Regulators or Courts or Tribunals which will impact the going concern status and Company’s operations in future.

annual return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Company’s website on www.unominda.com

Management discussion & analysis report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as annexure -H.

Compliance of secretarial standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

suspension of securities of the Company

The securities of the Company have not been suspended from trading in any of the stock exchanges.

Financial Year

The Company follows the financial year commence from April



1 and ends on March 31 of subsequent year.

report on deviation(s) or variation(s), if any, in the use of amount raised from public.

During the year under review, Company issued securities on the basis of rights issue to its existing shareholders. The monitoring agency report on utilisation of proceeds has been filed with the stock exchanges and there are no deviation or variation in in the use of proceeds from the objects stated in the offer document.

Business responsibility report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the Listing Regulations is enclosed as annexure-L.

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

details of difference between amount of the Valuation done at the time of one time settlement and the Valuation done while taking loans from the Banks or Financial Institution alongwith the reasons thereof

There are no such events occurred during the period from

April 01, 2020 to March 31, 2021, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

acknowledgements

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of DirectorsFor Minda Industries Limited

Nirmal K Minda Place : Gurugram Chairman & Managing DirectorDate : June 13, 2021 DIN: 00014942



aNNexUre-a

Disclosures for the financial year 2020-21, pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014

sl . No.

particulars esos 2019

A Disclosures in terms of the ‘Guidance note on accounting for employee share- based payments’ issued by ICAI or any other relevant accounting standards as prescribed from time to time

Refer to Notes No. 48 of Standalone Financial Statement for FY 2020-21

B Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations is disclosed in accordance with ‘Accounting Standard 20 - Earnings Per Share’ issued by ICAI or any other relevant accounting standards as prescribed from time to time

` 4.27

C Details related to Employee Stock Option Scheme (ESOS)

i. A description of each ESOS that existed at any time during the year, including general terms and conditions of each ESOS

Details are provided in Annexure A-1

ii. Method used to account for ESOS – Intrinsic or Fair Value. Refer to Notes No. 2(B)(n)(ii) & 48 of Standalone Financial Statements for FY 2020-21

iii. Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed.

Not applicable

iv. Option movement during the year (for each ESOS) Annexure A-2

v. Weighted-average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

Refer to Notes No. 48 of Standalone Financial Statements for FY 2020-21

vi. A description of the method and significant assumptions used during the year to estimate the fair value of options at the time of grant including the following information:

a) Risk-free interest rate 7.13%

b) Expected option life 4 Years

c) Expected volatility 41%

d) Expected dividends 0.63%

e) The price of underlying share in the market at the time of option grant ` 318.05

f) Weighted average market price of Company’s shares on NSE at the time of grant

` 322.43

g) Methods used and assumptions made to incorporate effects of expected early exercise

Not applicable

h) How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility

The calculation of expected volatility is based on historical stock prices. Volatility was calculated using standard deviation of daily change in stock price.

i) Whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition

The expected life of share option is based on historical data. Future market conditions are not used for measurement of fair value.

vii. Employee wise details of options granted to-

a) Senior Managerial Personnel Details are provided in Annexure A-3

b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during the year; and

Nil

c) Identified employees who were granted option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Nil

D Relevant disclosures in terms of the ‘Guidance note on accounting for employees share based payments’ issued by ICAI or any other relevant accounting standards, from time to time.

Refer to Notes No. 48 of Standalone Financial Statement for FY 2020-21


aNNexUre-a (Contd.)

details related to esos annexure a1

s. No.

particulars employee stock option scheme-2019 (esos 2019)

1 Date of shareholders’ approval March 25, 2019

2 Total number of options approved under ESOS 78,66,500 options

3 Vesting requirements Achieving target of market capitalisation of the Company on or before March 31, 2022

4 Exercise price or pricing formula ` 325/- (date of grant May 16, 2019)

5 Exercise period 2 years from the date of vesting

6 Source of shares (primary, secondary or combination) Primary market

7 Variation in terms of options Nil

option movement during the year annexure a2

s. No.

particular employee stock option scheme-2019 (esos 2019)

1 Number of Options outstanding at the beginning of the year 10,12,259

2 Number of Options granted during the year 88,325

3 Number of Options forfeited/lapsed during the year 25,272

4 Number of Options vested during the year Nil

5 Number of Options exercised during the year Nil

6 Number of shares arising as a result of exercise of option Nil

7 Money realised by exercise of options(INR) Nil

8 Number of options outstanding at the end of the year 10,75,312

9 Number of options exercisable at the end of the year Nil

a. employee wise details of options granted to senior Managerial personnel of the Company and its subsidiaries annexure 3

sl.No.

Name designation Number of options granted exercise price(In `)

1 Sunil Bohra Executive Director 35,250 325

2 Kundan Kumar Jha Executive Director 35,250 325

3 Naveesh Garg Executive Director 35,250 325

4 Rajiv Kapoor Executive Director 35,250 325

5 Amit Jain Executive Director 35,250 325

6 Rajiv Arora President 23,400 325

7 Amit Gupta President 23,400 325

8 Anadi N Sinha President 23,400 325

9 Anil Singh Makhloga President 23,400 325

10 Arijit Dutta President 16,380 325

11 Vallabhaneni Janardhan Rao President 23,400 325

12 Vikas Bajaj President 23,400 325

13 Xabier Pablo Esquibel President 23,400 325

14 A B Baddar Vice President 14,725 325

15 Alok Sharma Vice President 14,725 325

16 Amit Mehta Vice President 14,725 325

17 Arun Arora Vice President 14,725 325

18 Pawan Agarwal Vice President 14,725 325



aNNexUre-a (Contd.)

sl.No.


19 Sanjay Aggarwal Vice President 14,725 325

20 Sanjay Jain Vice President 14,725 325

21 Vikas Jain Vice President 14,725 325

22 Ganesh Beura Vice President 14,725 325

23 M N Srikanth Vice President 14,725 325

24 Piyush Jain Vice President 14,725 325

25 Rajendra Belsare Vice President 14,725 325

26 V P Singh Vice President 10,307 325

27 Rajesh Khosla Vice President 10,307 325

28 Sureshkumar K N Vice President 14,725 325

29 Kartikeya Joshi Vice President 14,725 325

30 Pootham Pillil Muralidharan Menon Vice President 14,725 325

31 Parna Ghosh Vice President 14,725 325

32 S L Gupta Vice President 14,725 325

33 Sunil Srivastava Vice President 14,725 325

34 Mahesh Dang Vice President 14,725 325

35 Manoj Chauhan Vice President 14,725 325

36 Suman Dey Vice President 10,307 325

37 Ajit Wankhede General Manager 9,360 325

38 Amit Gupta General Manager 9,360 325

39 Cs Singh General Manager 9,360 325

40 Puneet Kohli General Manager 9,360 325

41 Rajarshi Sengupta General Manager 9,360 325

42 Rajiv S Rathore General Manager 9,360 325

43 Sanjay Narang General Manager 9,360 325

44 Sumit Oberai General Manager 9,360 325

45 Vijay Kumar Wadhwani General Manager 9,360 325

46 Gulshan Gandhi General Manager 9,360 325

47 Jitendra Saini General Manager 9,360 325

48 Kunwar Prewash Panwar General Manager 6,552 325

49 Mukul Jain General Manager 9,360 325

50 Naveen Sethi General Manager 9,360 325

51 Pramod Saini General Manager 9,360 325

52 Rajeev Aggarwal General Manager 9,360 325

53 Rajesh Tiwari General Manager 9,360 325

54 Shyam Sunder Wadhwa General Manager 9,360 325

55 V.K. Rathi General Manager 9,360 325

56 Vidya Dutt General Manager 9,360 325

57 Tripurari Kumar General Manager 9,360 325

58 Bhaskar Rao General Manager 9,360 325

59 T S Srikanth General Manager 9,360 325

60 Nitesh Minda General Manager 9,360 325


aNNexUre-a (Contd.)

sl.No.


61 Anuj Agarwal General Manager 6,552 325

62 Bimal Bedi General Manager 6,552 325

63 Jayanti Padaya General Manager 6,552 325

64 Kulbhushan Mehta General Manager 6,552 325

65 Mukesh Pathak General Manager 9,360 325

66 Narender Kaushik General Manager 9,360 325

67 Parveen Kumar General Manager 6,552 325

68 Prashant Saxena General Manager 6,552 325

69 R S Balhara General Manager 9,360 325

70 Sachidanand Pande General Manager 6,552 325

71 Sunil Bhat General Manager 9,360 325

72 Kishor Dukare Vice President 14,725 325

73 Jatinder Kumar General Manager 8,366 325

74 Brahmanand Reddy Patil Vice President 12,485 325

75 Sudhir Kashyap Executive Director 29,349 325

76 Yeshwant Kumar Pillarisetty Venkata

President 23,400 325

total 10,75,312

Notes:

i) Pursuant to approval of the Members on March 25, 2019, the Company adopted UNOMINDA Employee Stock Option Scheme 2019 or UNOMINDA ESOS 2019.

ii) The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options, convertible into equity shares of the Company, which is approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme.

iii) Nomination and Remuneration Committee of the Board (“NRC”), on May 16, 2019, has granted 10,12,259 options to 74 eligible employees of the Company out of which 25,272 options have lapsed as the employees have left the organisation. The Options granted under ESOS 2019 shall vest based on the achievement of defined performance parameters as determined by the NRC.

iv) During the year 2020-21, Nomination and Remuneration Committee of the Board (“NRC”), on January 28, 2021, has granted 88,325 options to 5 eligible employees of the Company. The Options granted under ESOS 2019 shall vest based on the achievement of defined performance parameters as determined by the NRC.



aNNexUre-B

aNNUaL report oN Corporate soCIaL respoNsIBILItY (Csr) aCtIVItIes

a. a brief outline on Csr policy of the Company

Our endeavour is to enable and empower underprivileged section of the society to live with dignity and happiness. At UNO MINDA, Corporate Social Responsibility (CSR) is an integral part of our larger business strategy, and being a responsible industry member it is fundamental to our goal as well. We continuously strive to improve the lives of the people around us and the community at large with our quality intervention. The Company mainly focuses on vocational training, school development and other employability development programmes.

Our Group is engaged to support various social charitable causes and running different programs under the aegis of Suman Nirmal Minda Charitable Trust (SNMCT).

suman Nirmal Minda Charitable trust (sNMCt)

SNMCT through Samarth-Jyoti is running centres at various locations including Manesar, Gurugram, Bawal (Haryana), Mahesana (Gujarat), Pune (Maharashtra) and Udham Singh Nagar (Uttrakhand), Hosur and Chennai (Tamil Nadu). These centres run various community centric programs i.e. remedial program (coaching classes) for government school students, Pre - Primary education and vocational trainings courses like IT Literacy, cutting and tailoring, Beauty Culture and embroidery program for underprivileged children, adolescent and women in need.

Web link: https://www.unominda.com/uploads/Investor/March_2021/mil-new-csr-policy.pdf

b. Composition of the Csr Committee

sl.No.

Name of the Member designation/ Nature of directorship

Number of meetings of Csr Committee held during

the year

Number of meetings of Csr Committee attended during

the year

1 Mr. Nirmal K Minda Chairman, Non-Independent Executive Director

2 1

2 Mr. Satish Sekhri Member, Independent Non-Executive Director

2 2

3 Mr. Anand Kumar Minda Member, Non-Independent Non-executive Director

2 2

4 Mr. Krishan Kumar Jalan Member, Independent Non-Executive Director

2 2

c. provide the web-link where Composition of Csr committee, Csr policy and Csr projects approved by the board are disclosed on the website of the Company

Composition of the CSR committee shared above and is available on the Company’s website on - https://www.unominda.com/investor/committees

CSR policy - https://www.unominda.com/uploads/Investor/March_2021/mil-new-csr-policy.pdf

CSR projects -https://www.unominda.com/corporate-social-responsibility

d. provide the details of Impact assessment of Csr projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate social responsibility policy) rules, 2014, if applicable (attach the report). – Not Applicable

e. details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

sr. No.

Financial Year amount available for set-off from preceding financial years (in `)

amount required to be set-off for the financial year, if any (in `)

Nil Nil


aNNexUre-B (Contd.)

f. Average net profit of the Company as per section 135(5) as at 31.03.2020.: ` 16,302 Lakhs

g. (a) 2% of average net profit of the Company as per section 135(5) as at march 31, 2020 : ` 326 Lakh

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. Nil

(c) Amount required to be set off for the financial year, if any: NIl

(d) Total CSR obligation for the financial year (7a+7b-7c): ` 326 Lakh

h. (a) CSR amount spent or unspent for the financial year: 2020-21

total amount spent for the Financial Year

(` in Lakh)

amount unspent (in `)

total amount transferred to Unspent Csr account as per section 135(6)

Amount transferred to any fund specified under schedule VII as per second proviso to section 135(5)

amount date of transfer Name of the Fund

amount date of transfer

326.00 Nil -- -- -- --

Note: Erstwhile Harita Seating Systems Limited has been merged with Minda Industries Limited effective from April 01, 2021. There was unspent amount of ` 40,00,000 of Harita Seating Systems Limited. The said amount has been transferred to separate Bank account in terms of Section 135 (6) of the Companies Act, 2013 on April 30, 2021.



(b

) D

etai

ls o

f C

SR a

mou

nt s

pent

aga

inst

ong

oing

pro

ject

s fo

r th

e fin

anci

al y

ear

2020

-21

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

sl.

No.

Nam

e of

the

proj

ect

Item

from

the

list

of a

ctiv

ities

in

sche

dule

VII

to

the

act

Loca

l ar

ea

(Yes

/N

o)

Loca

tion

of th

epr

ojec

tpr

ojec

t du

ratio

nam

ount

allo

cate

dfo

r the

proj

ect

(` in

Lak

h)

amou

nt

spen

t in

the

curr

ent

finan

cial

Ye

ar

(` in

Lak

h)

amou

nt

tran

sfer

red

to U

nspe

nt

Csr

acco

unt

for t

he

proj

ect a

s pe

r sec

tion

135(

6)

(` in

Lak

h )

Mod

e of

Im

plem

enta

tio

n - d

irect

(Y

es/N

o)

Mod

e of

Impl

emen

tatio

n -

thro

ugh

Impl

emen

ting

agen

cy

stat

ed

istr

ict

Nam

eCs

r re

gist

ratio

n N

umbe

r

1Sa

mar

th-J

yoti,

Vo

catio

nal

Trai

ning

&

Educ

atio

nal

Prog

ram

1. E

mpl

oym

ent

Enha

ncin

g Vo

catio

nal

Skill

s

2. P

rom

otio

n of

Ed

ucat

ion

Yes

Har

yana

Gur

gaon

ongo

ing

56.0

056

.00

0N

OSN

MCT

CSR

0000

0304

Yes

Har

yana

Rew

ari

ongo

ing

15.5

015

.50

0N

OSN

MCT

CSR

0000

0304

Yes

Mah

aras

htra

Pune

ongo

ing

7.50

7.50

0N

OSN

MCT

CSR

0000

0304

Yes

Tam

ilnad

uH

osur

ongo

ing

9.00

9.00

0N

OSN

MCT

CSR

0000

0304

Yes

Utt

rakh

and

Udh

am

Sing

h N

agar

ongo

ing

15.0

015

.00

0N

OSN

MCT

CSR

0000

0304

2Th

e Su

man

N

irmal

Min

da

Scho

ol,

Guj

arat

Prom

otio

n of

Ed

ucat

ion

Yes

Guj

arat

Ahm

edab

adon

goin

g49

.00

49.0

00

NO

SNM

CTC

SR00

0003

04

tota

L15

2.00

152.

00

aNN

exUr

e-B

(Con

td.)


(b

) (I)

D

etai

ls o

f C

SR a

mou

nt s

pent

aga

inst

ong

oing

pro

ject

s fo

r th

e fin

anci

al y

ear:

2020

-21

(Acc

ount

ers

twhi

le H

arita

Sea

ting

Syst

ems

Lim

ited)

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

(10)

(11)

sl.

No.

Nam

e of

the

proj

ect

Item

from

the

list

of a

ctiv

ities

in

sche

dule

VII

to

the

act

Loca

l ar

ea

(Yes

/N

o)

Loca

tion

of th

e pr

ojec

tpr

ojec

t du

ratio

nam

ount

allo

cate

dfo

r the

proj

ect

(` in

Lak

h)

amou

nt

spen

t in

the

curr

ent

finan

cial

Ye

ar

(` in

Lak

h)

amou

nt

tran

sfer

red

to U

nspe

nt

Csr

acco

unt

for t

he

proj

ect a

s pe

r sec

tion

135(

6)

(` in

Lak

h)

Mod

e of

Impl

emen

ta

tion

- dire

ct

(Yes

/No)

Mod

e of

Impl

emen

tatio

n -

thro

ugh

Impl

emen

ting

agen

cy

stat

ed

istr

ict

Nam

eCs

r re

gist

ratio

n N

umbe

r

1Sa

mar

th-J

yoti,

Vo

catio

nal

Trai

ning

&

Educ

atio

nal

Prog

ram

Em

ploy

men

t En

hanc

ing

Voca

tiona

l Ski

lls

Yes

Har

yana

Rew

ari

ongo

ing

10.0

00

10.0

0N

OSN

MCT

CSR

0000

0304

Yes

Mah

aras

htra

Pune

ongo

ing

10.0

00

10.0

0N

OSN

MCT

CSR

0000

0304

Yes

Utt

rakh

and

Udh

am

Sing

h N

agar

ongo

ing

10.0

00

10.0

0N

OSN

MCT

CSR

0000

0304

2Th

e Su

man

N

irmal

Min

da

Scho

ol,

Guj

arat

Prom

otio

n of

Ed

ucat

ion

Yes

Guj

arat

Ahm

edab

adon

goin

g10

.00

010

.00

NO

SNM

CTC

SR00

0003

04

tota

L40

.00

040

.00

*Con

trib

utio

n w

as r

ecei

ved

from

Har

ita S

eatin

g Sy

stem

Lim

ited

Mar

ch 2

6, 2

021

aNN

exUr

e-B

(Con

td.)



(c) Details of CSR amount spent against other than ongoing projects for FY 2020-21:

(1) (2) (3) (4) (5) (6) (7) (8)

sl. No.

Name of the project

Item from the list of activities in schedule VII to the act

Local area (Yes/No)

Location of the project amountspentfor theproject

(` in Lakh)

Mode ofImplementation

-direct(Yes/No)

Mode of Implementation - through Implementing

agency

state district Name Csr registration

Number

1 Community Development Activity

Promoting health care including pereventive health care

NO Haryana Hisar 134.00 No SNMCT CSR00000304

Disaster Management relief & rehabilitation

Yes Maharashtra Pune 9.78 No SNMCT CSR00000304

NO Haryana Chandigarh 1.54 No SNMCT CSR00000304

Yes Rajasthan Neemrana 0.48 No SNMCT CSR00000304

Yes Uttrakhand U.S. Nagar 9.20 No SNMCT CSR00000304

Yes Delhi Delhi 1.50 Yes SNMCT CSR00000304

Yes Delhi Delhi 5.00 Yes SNMCT CSR00000304

Yes Tamilnadu Chennai 3.00 Yes SNMCT CSR00000304

Yes Haryana Gurgaon 5.00 Yes SNMCT CSR00000304

Promotion of Education

Yes Mahrashtra Pune 3.00 Yes SNMCT CSR00000304

Rural development projects

Yes Haryana Gurgaon 1.50 Yes SNMCT CSR00000304

totaL 174.00

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (4b+4c+4d+4e): ` 326 Lakh

(g) Excess amount for set off, if any:- NA

(` In Lakh)

sr. No.

particular amount

(i) 2% of average net profit of the Company as per section 135(5) 326.00

(ii) Total amount spent for the Financial Year 326.00

(iii) Excess amount spent for the financial year [(ii)-(i)] Nil

(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any

Nil

(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Nil

aNNexUre-B (Contd.)


aNNexUre-B (Contd.)

i. (a) Details of Unspent CSR amount for the preceding three financial years: Nil

sl. No.

preceding Financial Year

amounttransferred toUnspent Csr

account undersection 135 (6)

(` in Lakh)

amount spentin the

reportingFinancial Year

(` in Lakh)

Amount transferred to any fund specified under schedule VII as per section 135(6), if any

amount remaining to be spent in succeeding

financial years. (` in Lakh)

Name of the Fund

amount (` in Lakh)

date of transfer

1

2

3

totaL

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NA

(1) (2) (3) (4) (5) (6) (7) (8) (9)

sl. No.

project Id Name of the project

Financial Year in which the project was commenced

project duration

total amount allocated for the project (` in Lakh)

amount spent on the

project in the reporting

Financial Year

(` in Lakh)

Cumulative amount spent

at the end of reporting

Financial Year.

(` in Lakh)

status of the project - Completed /

ongoing.

1

2

totaL

j. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details):

(a) Date of creation or acquisition of the capital asset(s) : NA

(b) Amount of CSR spent for creation or acquisition of capital asset : Nil

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc.

: NA

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset)

: NA

k. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

The unspent amount of erstwhile Harita Setaing Systems Limited is towards ongoing projects and shall be utilised within a period of 3 years.

For Minda Industries Limited

Nirmal K Minda Place : Gurugram Chairman & Managing Director, and Chairman of CSR CommitteeDate : June 13, 2021 DIN: 00014942



aNNexUre-C

CoNserVatIoN oF eNerGY, teCHNoLoGY aBsorptIoN aNd ForeIGN exCHaNGe earNING aNd oUtGoParticulars required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies Act (Accounts)

Rules, 2014

a. Conservation of energy:

(i) step taKeN or IMpaCt oN CoNserVatIoN oF eNerGY:

- Energy efficient LED light are installed at the rate 100%, in the factory as against conventional Metal Halide lamp for saving in energy cost about 25% to 30%.

- VRV (Variable Refrigerant Volume) air conditioning system installation. Which is best in industry for Energy efficiency.

- Energy efficient electric motors IE3 used in all equipment and for Air Compressor IE4 used.

- All Air compressor used Kaeser make, which is best in Industry for Energy efficiency.

- Double setting temperature controller at holding furnaces – Hpdc Machines.

- Installation of VFD at cooling tower pump motor.

- Auto run of cooling fan by temperature sensing of water.

- Installation of additional air reservoir at low pressure & high pressure line.

- HVAC Energy consumption reduced by using below steps

a) AHU drive frequency minimised from 37 to 25 Hz.

b) HVAC heater operating hours minimised

c) Minimised HVAC operating hours manually, after reaching desired temp in clean room.

- Provided auxiliary single-phase supply to DG energy meter to avoid start of DG to note down daily KWH readings which saved Diesel.

- Exhaust Fan of 375W power rating at compressor room running on supply through normal switchboard, shifted on compressor on/off disconnect switch & achieved energy saving of 75kwh/month.

- Implementation of Cassette Air Conditioning to optimise the electricity consumption.

- Selection of Building floor with three side natural light.

- H/L & Tail Lamp cooling tower communisation.

- Decikent air dryer replaced with Refrigerated air dryer.

- Aluminum painting booth removed and prod shifting on other booths.

- Air leakage point closed on daily basis and cost saving w/o investment 300 units/day.

- SSR based HRTC in BMC Machine Saving unit 374/Month.

- IR heater in IMM 600 T Saving unit 262 Unit/Month

- Installation of VFD on 425 CFM Air Compressor.

- Replacement of IE2 motors with Energy efficient IE3 motor.

- Installation of Thermal Jackets for barrel heaters in Moulding machines

- Sanctioned Demand reduced from 1250 KVa to 900 KVa.

- Installation Energy efficient pump with same flow and pressure at Powder coating area to save the motor energy.

- Proposed EB + Thermal + roof solar combination power to reduce power bill cost.

- Installation of thyristor control at PDC furnace. Constant current control to dynamic current control method to reduce the power cost at PDC furnace.

- Installation Energy efficient pump with same flow and pressure at PDC Cooling tower to save the motor energy.

- Installation Energy efficient pump with same flow and pressure at IMM Cooling tower to save the motor energy.

- PDC melting furnace thermal loss reduced by improving the insulation of the melting furnace. Energy saved by reducing the thermal loss.

- Installation of Automatic door system at PDC furnace to save the energy due to thermal loss.

- Buffing motor and Fettling motor interlinked with operator seating arrangement to save the energy during Non-operation time.

- Spray process time optimised at PDC machine to avoid more air consumption. This improves compressor ideal running condition to save the energy.


- Installation of thyristor control at PC Heater.

Constant current control to dynamic current

control method to reduce the power cost at

PC heater.

- Air pressure setting optimised at all area to

avoid more air consumption. This improves

compressor ideal running condition to save

the energy.

- Time based ON/OFF control system

implemented at IMM dehumidifier system

as per the process requirements this reduced

our energy consumption.

- All hydraulic and water pump pressure setting

optimised as per the process requirement to

save the energy.

- Sanctioned Demand Load reduced from 500

KVa to 400 KVa.

- Utilisation of 62KVa D.G. Set on off working

days in place of 500KVa D.G. Set.

- Utilisation of 120 CFM Air Compressor

in place of 300 CFM Air Compressor for

pneumatic compressed air supplies.

- Energy saving through increasing production/

Hr. by jig pitch distance reduction from 0.6

to 0.4 Mtr without changes of any Process

parameters or Technology.

- Cooling tower fan blade change from

aluminum to FRP – saved 4320 units/year.

- Automation of the fan blade motor in cooling

tower-saved 1140 units/year.

- Regular v-belt changed to Cogg. belt friction

loss minimised-saved 2272 units/year.

- Regular contactor replaced with SSR for

heater in molding-saved 1534 units/year.

- Lighting automation- saved-6900 units/year.

- VFD drives used for AHU-saved-6469units/

year.

- Insulation of hopper in molding-saved -550

units/year.

- VFD on soldering exhaust blowers –saved-

9000units/year.

- Electricity Duty has been waived for MIL WAD

as it is entitled for Duty Benefit for 05 years

i.e. from June 04, 2019 – December 18,

2023.

aNNexUre-C (Contd.)

(ii) tHe steps taKeN BY tHe CoMpaNY For UtILIZING aLterNate soUrCes oF eNerGY:

- Installation of solar system/ roof top solar

plant.

- Proposal for FY 2021-22 of Third party solar

net banking supply 75000 units per month.

- Solar plant installation in Chennai lighting

470 Kwp in Opex without investment per day

saving 1800 units.

- During the year third party Solar panels

installed for generation and use of Solar

power as alternate source of energy.

- Replacement of Powder Coating Diesel Fired

burners with PNG burners and Electrical

heaters with PNG burners in Die casting

furnaces and LPG burners with PNG burners

in Canteen.

- Successfully Installed PNG Connection in

place of LPG for Powder coating process

- Proposed plan for utilising the compressor

heat at powder coating KOD tank through

heat recovery system.

- Karakuri type gravity chute implemented at

PDC part unloading conveyor to eliminate

the electrical motor usage in the conveyor.

Electrical energy eliminated at PDC conveyor.

(iii) tHe CapItaL INVestMeNt oN eNerGY CoNserVatIoN eQUIpMeNts:

- Air compressor.

- Cooling tower procurement.

- Refrigerated air dryer.

- Installation of VFD on 425 CFM Air

Compressor.

- Replacement of IE2 motors with Energy

efficient IE3 motor.

- Installation of Thermal Jackets for barrel

heaters in Moulding machines.

- Successfully Installed 283 kw roof top solar at

SW & HBA building.

- Installation of thyristor control in PDC Furnace

- Electrical Secondary Work Tw Installation &

Commissioning.



aNNexUre-C (Contd.)

B. technology absorption, research and development (r&d)

(i) tHe eFForts Made toWards teCHNoLoGY aBsorptIoN

- ZLD (Zero Liquid discharge) for recycle water of 96K liter per day resulted in effective utilisation of natural resources i.e water.

- Robotic liquid metal pouring to eliminate manual fatigue.

- In CNC shop for job loading and unloading one robot cater 4 CNC machines.

- Smart conveyors used across the plant for smooth material movement.

- In CNC shop AGV used for movement of material from turning center to VMC to cater multimodal complexity.

- ASRS (Automatic Storage and Retrieval system) installed for use of vertical space in finished goods area.

- Movable powder booth used for online color changing in paint Shop.

- 1500 W On Board Charging Tech absorption from third party to expedite the development process

- Vector CAN HIL setup

- Regular Training of the employees

- The Company does not purchase any imported technology; all previously imported technology has been fully absorbed.

- Technical Personnel visits the Company from time to time to upgrade the knowledge of Company’s employees.

- At Minda R&D, we believe that our organisation growth lies in our exponential growth on Innovations. We focus on all three categories of innovations: Products with Radical, Incremental and Diverse innovation for 2W,3W & Off-Road

Our effort is to develop self-reliant, cost effective, eco-friendly and logical solutions for end users that address their expectations & demonstrate our capabilities. We have come out with many novel concepts with advanced features, design Innovation & technology integration through our

consistent efforts. This resulted as 149 nos. of patent filing and 147 nos. of design registrations filing with IPO and other Global patents offices includes Japan, Europe, Brazil, China, Indonesia, Vietnam and Nigeria.

We associate with original vehicle manufacturers at concept stage and in many cases co-develop products with them. Our R&D team has required competencies and resources to create products and solutions to meet specific customer requirements. Our department consists of competent and skilled professionals for Product Benchmarking, Intellectual Property Rights, Industrial Design, Prototyping, Material Sciences, Embedded Systems, Electrical & Electronics Integration, CAD Modeling and Innovation Management.

Few of the products that we had successfully developed in Financial 2020-21 is:

- 1. Rigi flex Technology

- 2.Plug in USB

- 3. Low-cost USB charger

- 4. Grip with ring illumination

- 5. CAN FD enabled switch

(ii) tHe BeNeFIts derIVed LIKe prodUCt IMproVeMeNt, Cost redUCtIoN, prodUCt deVeLopMeNt or IMport sUBstItUtIoN:

- Above automation technology resulted in product improvement in terms of quality by eliminating manual intervention.

- Energy saving, cost reduction & quality improvement

- New product line with faster development cycle, reduced cost of testing, less dependencies on import

- Improvement in process flow resulting in High quality of products

- Improvement in the technical skills of the employees of the Company

- These R&D efforts have benefited the Company with various Innovative Products. Earlier, OEMs were using imported microswitch. This has been replaced by dual ampere break switch developed inhouse.


aNNexUre-C (Contd.)

(iii) IN Case oF IMported teCHNoLoGY (IMported dUrING tHe Last tHree Years reCKoNed FroM tHe BeGINNING oF tHe FINaNCIaL Year):

A The details of technology imported

(i) Light guide

(ii) Plastic Projection lens-THICK LENS

(iii) Rigid cum flexible PCB

(iv) H7 Bulb projector

B The year of import From 2018 to till now

C Whether the technology has been absorbed?

Yes, technology has been absorbed and already in production.

Product - S201 HL for H7 Bulb projector, DRL Light guide S201

Tail lamp – Rigid cum flexible PCB LED Low beam projector- Thick lens

D If not fully absorbed, areas where absorption has not taken place, and the reasons thereof and

LED low beam projector – Thick Lens, Cost is high, Localisation required

expenditure on r&d

` in Crore

particulars Year ended on March 31, 2021

Year ended on March 31,

2020

a) Capital 6.67 21.32

b) Recurring 50.57 51.90

total 57.24 73.22

c) Total R&D expenditure as percentage of total turnover.

1.55% 2.08%

Foreign exchange earning and outgo:

` in Crore

s. No.

particulars Current year 2020-21

previous Year 2020-21

1 CIF value of Imports

- Raw Material 144.33 130.71

- Stores and Spares

11.89 13.78

- Capital Goods 53.96 54.70

total 210.18 199.19

2 expenditure in Foreign Currency

- Travel 0.37 3.43

- Royalty Nil 0.44

- Technical Know-How Fee

20.13 0.47

- Others 4.70 6.61

total 25.20 10.95

3 Total Foreign Exchange earned

258.78 180.79



aNNexUre-d

Corporate GoVerNaNCe report

1) our Corporate Governance philosophy

Your Company is committed to achieve and maintain the highest standards of Corporate Governance. Your Company believes in the concept of good Corporate Governance involving transparency, empowerment, accountability, equity and integrity with a view to enhance stakeholder’s value in order to achieve its mission as stated below: -

“to continually enhance the stakeholders’ value through global competitiveness while contributing to society.”

Our Corporate Governance framework ensures effective engagement with our stakeholders and which help us to evolve with changing time.

Your Company believes that an active, well informed independent Board is necessary to ensure the highest standard of Corporate Governance. Your Company firmly believes that the Board’s independence is essential to bring objectivity and transparency in the management and in the dealings of the Company.

2) Board Composition

size and composition of Board

Your Company believes that our Board needs an appropriate mix of Executive Directors and Independent Directors to maintain its independence and separate its functions of governance and management. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate that for a Company with an Executive Chairman, at least one-half of the Board should be Independent Directors.

On March 31, 2021, our Board consists of seven members, out of which two are Executive; one is Non-Executive, while the remaining four are Independent Directors.

The above composition comprises of two Women Directors out of which one is Independent Director. The Board periodically evaluates the need for change in its composition and size.

The independent directors have confirmed that they meet the criteria of independence as required under the Companies Act, 2013 and Regulation 16 (1) (b) of Listing Regulations. The Board is of the opinion that the Independent Directors fulfill the conditions specified in SEBI (LODR) Regulations, 2015 and are Independent of the Management.

No Independent Director of the Company serves as a whole-time director of a listed Company. No Independent Director is a director in more than seven listed companies and as director of more than 10 public companies.

No director is a member in more than 10 committees of public limited companies nor acts as a chairperson of more than 5 committees across all listed entities in terms of Regulation 26(1) of Listing Regulations.

The shareholders at their General Meeting held from time to time have approved the appointment of Independent Directors for a fixed tenure not exceeding as prescribed under the Companies Act, 2013. The Company issued letter of appointment to all its Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of such appointment have been disclosed on the website of the Company at https://www.unominda.com/images/Corporate_governance/Corporate_Governance_Policies/Appoint-ment-Letter-Independent-Director.pdf

The composition of the Board, category and particulars of attendance during FY 2020-21 is given below: -

i) The composition of the Board, category and particulars of attendance is given below:

Name of director Category of directorship

attendance recordtotal Board Meeting held

during FY 2020-21 = 8 Nos.

Number of other

directorships*

Committee Membership/

Chairmanships**Board

Meetings attended

Last aGM held on september

19, 2020 attended Yes/

No

Member Chairman

Mr. Nirmal Kumar Minda

Executive

Managing Director

8 Yes 7 - -

Mr. Anand Kumar Minda

Non- Executive Director

8 Yes 7 2 1

Ms. Paridhi Minda Executive Director 6 Yes 4 1 -Mr. Satish Sekhri Non- Executive &

Independent Director8 Yes 5 3 3


aNNexUre-d (Contd.)

Name of director Category of directorship

attendance recordtotal Board Meeting held

during FY 2020-21 = 8 Nos.

Number of other

directorships*

Committee Membership/

Chairmanships**Board

Meetings attended

Last aGM held on september

19, 2020 attended Yes/

No

Member Chairman

Mrs. Pravin Tripathi*** Non- Executive & Independent Director

8 Yes 6 5 2

Mr. Krishan Kumar Jalan****

Non- Executive & Independent Director

8 Yes 8 3 4


Non- Executive & Independent Director

8 Yes 3 2 -

Notes: There are no inter-se relationships between our Board members except Ms. Paridhi Minda. She is daughter of Mr. Nirmal K. Minda, Chairman & Managing Director.

* Includes directorship in Minda Industries Limited and excludes directorship in Private Companies, Foreign Companies, Companies incorporated under Section 8 of the Companies Act, 2013 and alternate directorships.

** For the purpose of considering the limit of Committee Memberships and Chairmanships of a Director, Audit Committee and Stakeholders Relationship Committee of Public Limited Companies have been considered. Also includes the Memberships & Chairmanships in Minda Industries Limited. Chairmanship includes only chairmanship position held. Membership includes only those committees where he/she is member only.

*** Ms. Pravin Tripathi has been re-appointed as an Independent Director by the Board of at its meeting held on February 04, 2021, for further term of two consecutive years with effect from February 06, 2021, subject to approval by the shareholders at the ensuing annual general meeting of the Company.

**** Mr. Krishan Kumar Jalan has been re-appointed as an Independent Director by the Board at its meeting held on February 04, 2021, for further term of two consecutive years with effect from May 16, 2021, subject to approval by the shareholders at the ensuing annual general meeting of the Company.

Mr. Nirmal K. Minda, is a Promoter Director. Mr. Anand Kumar Minda and Ms. Paridhi Minda are part of Promoter Group. Independent directors are not in any way related to each other.

Name of the other listed entities where such director is a director

s.No. Name of the director CIN & Name of other Listed entity where he/she is a director

Category of the directorship

1 Mr. Nirmal K Minda NIL NIL2 Mr. Anand Kumar Minda NIL NIL

3 Ms. Paridhi Minda NIL NIL4 Mr. Satish Sekhri L34300HR1983PLC023187

Rico Auto Industries Limited


5 Mr. Krishan Kumar Jalan L45201DL1999PLC195937

PNC Infratech Limited


L27320WB1997PLC084819

Titagarh Wagons Limited


6 Ms. Pravin Tripathi 1) L29130DL1987PLC027342 Jai Bharat Maruti Limited


2) L51909MH2002PLC135594 Multi Commodity Exchange of India Limited


3) L65999DL2006PLC153373 PTC India Financial Services Limited


4) L74899DL1996PLC083073 JBM Auto Limited


7 Dr. Chandan Chowdhury NIL NIL



aNNexUre-d (Contd.)

Board Meetings

Eight (8) Board Meetings were held during FY 2020-21. These meetings were held on April 07, 2020, June 29, 2020, August 11, 2020, August 22, 2020, November 10, 2020, February 04, 2021, March 15, 2021 and March 27, 2021.

availability of information to the Board members

The Board has unrestricted access to all Company related information including that of our employees. At Board Meeting, managers and representatives who can provide additional insights into the items being discussed are invited. Regular updates provided to the Board include Annual Budget, Technology Collaboration, Investments, Quarterly Results, Minutes of meeting of Subsidiary Companies, Minutes of Audit Committee and other committee of the Board of the Company and other material information.

All the information relevant to the Company as required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is also made available to the Board.

skills/experience/ Competence of the Board

The Board has members having skill/experience/ competence required for the business and affairs of the Company for it to function effectively. The Board has inter-alia the following attributes:

Nature of skill/ competence/ experience

Mr. Nirmal K Minda

Mr. anand Minda

Mr. satish sekhri

Mr. Krishan Kumar Jalan

Ms. pravin tripathi

dr. Chandan

Choudhury

Ms. paridhi Minda

Knowledge - understand the Company’s business, policies, and culture (including its mission, vision, values, goals, current strategic plan, governance structure, major risks and threats and potential opportunities) and knowledge of the industry in which the Company operates

✓ ✓ ✓ ✓ ✓ ✓ ✓

Behavioral Skills - attributes and competencies to use their knowledge and skills to function well as team members and to interact with key stakeholders

✓ ✓ ✓ ✓ ✓ ✓ ✓

Strategic thinking and decision making

✓ ✓ ✓ ✓ ✓ ✓ ✓Financial Skills ✓ ✓ ✓ ✓ ✓ ✓ ✓Professional skills and knowledge to assist the ongoing aspects of the business

✓ ✓ ✓ ✓ ✓ ✓ ✓

Code of Conduct

In compliance with Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the Company has framed and adopted Code of Conduct (‘the Code’).

The code is applicable to all Directors, Independent Directors and Senior Management of the Company. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The code is available on our website https://www.unominda.com/images/Corporate_governance/Corporate_Governance_Policies/MIL_COC.PDF

All Members of the Board and Senior Management personnel have affirmed the compliance with the Code as on March 31, 2021.

A declaration to this effect, signed by the CEO in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Board’s Report is appended as annexure-I.

3. Board Committees

The Board has 5 (five) permanent Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, and Risk Management Committee.


aNNexUre-d (Contd.)

The quorum for meetings is either two or one-third of the total number of members of the committee, whichever is higher.

a) audit Committee

Audit Committee comprised of three Independent Directors as on March 31, 2021.

The Composition, Category and Attendance of Audit Committee is given below: -

Name of the member

Category attendance record(No. of

meetings held= 6)

Meeting(s) attended

date on which

meeting held

Ms. Pravin Tripathi

Chairperson 6 29/06/2020

22/08/2020

10/11/2020

04/02/2021

15/03/2021

27/03/2021

Mr. Satish Sekhri

Member 6


Member 6

The Company Secretary acts as a Secretary of the Committee.

Qualified and Independent Audit Committee

The Company complies with Section 177 of the Companies Act, 2013 as well as requirements under the SEBI (LODR) Regulations, 2015 pertaining to the Audit Committee. Its functioning is as under:

i) The Audit Committee presently consists of the three Independent Directors.

ii) All members of the committee are financially literate and having the requisite financial management expertise.

iii) The Chairperson of the Audit Committee is an Independent Director.

iv) The Chairperson of the Audit Committee was present at the last Annual General Meeting held on September 19, 2020.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

powers of the audit Committee

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of the Audit Committee inter-alia includes matters specified under section 177(4) of the Companies Act, 2013 and Part-C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Nomination and remuneration Committee

The Nomination and Remuneration Committee comprised of three directors as on March 31, 2021.

The composition, category and attendance of Nomination and Remuneration Committee is given below: -

Name of the member


meetings held= 3)

Meeting(s) attended

date on which

meeting held

Ms. Pravin Tripathi

Chairperson 3 29/06/2020

28/01/2021

15/03/2021Mr. Satish Sekhri

Member 3


Member 3


terms of reference

• To identify persons, who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment or removal

• To carry out evaluation of every Director’s performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board

• To devise a policy on Board diversity.

• To recommend / review remuneration of the Managing Director(s), Whole-time Director(s) and their relatives, based on their performance and defined assessment criteria.



aNNexUre-d (Contd.)

• whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• recommend to the board, all remuneration, in whatever form, payable to senior management

• To carry out any other functions as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

• Such matters as stated in section 177(4) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

performance evaluation criteria for Independent directors

The performance evaluation for independent directors has been carried out in-line with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017. An indicative list of factors on which evaluation was carried out includes participation and contribution by a director, commitment, effective deployment of knowledge and expertise, integrity and maintenance of confidentiality and independence of behaviour and judgement.

remuneration policy

The Remuneration policy of our Company is a comprehensive policy which is competitive, in consonance with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives. The Company has a Remuneration Policy which is uploaded on the website of the Company at https://www.unominda.com/images/Corporate_governance/Corporate_Governance_Policies/Nomination--Remuneration-Policy.pdf

c) stakeholders relationship Committee

The Stakeholders Relationship Committee comprised of three directors as on March 31, 2021.

The composition, category and attendance of

Stakeholders Relationship Committee is given

below:-

Name of the member


meetings held= 4)

Meeting(s) attended

date on which

meeting held

Mr. Satish Sekhri

Chairman 4 29/06/2020

22/08/2020

10/11/2020

04/02/2021Mr. Anand Kumar Minda

Member 4


Member 4

The Company Secretary acts as a Secretary of the

Committee.

terms of reference

• Approve issue of the Company’s duplicate

share certificates

• Monitor redressal of investors’ / shareholders’

grievances

• Oversee the performance of the Company’s

Registrars and Transfer Agents

• Recommend methods to upgrade the

standard of services to Investors

• Review of measures taken for effective

exercise of voting rights by shareholders.

• Review of the various measures and initiatives

taken by the listed entity for reducing the

quantum of unclaimed dividends and

ensuring timely receipt of dividend warrants/

annual reports/statutory notices by the

shareholders of the Company.

• Carry out any other functions as may be

referred by the Board from time to time

or enforced by any statutory notification

/ amendment or modification as may be

applicable


aNNexUre-d (Contd.)

Name, designation and address of the Compliance Officer

Mr. Tarun Kumar Srivastava

Company Secretary & Compliance Officer


B-64/1, Wazirpur Industrial Area,

Delhi-110052

E-mail: [email protected]

Phone: 011-49373931, 0124-2291604, Fax: 0124-2290676

Investor Compliant

Your Company has 55001 shareholders as on March 31, 2021. The Company and share transfer agent has received 3 complaints during the year. All these complaints were resolved to the satisfaction of shareholders within a period of 15 days from its receipt.

d) Corporate social responsibility (Csr) Committee

The Corporate Social Responsibility (CSR) Committee comprised of four directors as on March 31, 2021.

The composition, category and attendance of Corporate Social Responsibility (CSR) Committee is given below: -

Name of the member


meetings held = 2

Meeting(s) attended

date on which

meeting held

Mr. Nirmal K Minda

Chairman 1 29/06/2020

10/11/2020

Mr. Anand Kumar Minda

Member 2

Mr. Satish Sekhri

Member 2


Member 2


terms of reference

The CSR committee is responsible to formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate

the activities to be undertaken by the Company including ongoing CSR activities as specified in Schedule VII of Companies Act, 2013, to recommend the amount of expenditure to be incurred on CSR activities including ongoing CSR activities and to monitor the Corporate Social Responsibility Policy of the Company from time-to time.

In view of recent amendment to CSR provisions the Company has revised its CSR policy in line with the amends. The role and responsibilities of the CSR Committee included the roles and responsibilities as per recent amendments.

The CSR Policy of the Company as amended is available on our website at https://www.unominda.com/uploads/Investor/March_2021/mil-new-csr-policy.pdf

The CSR Report, as required under the Companies Act, 2013 for the year ended on March 31, 2021 is appended as annexure-B to the Board’s report.

e) risk Management Committee

The Risk Management Committee comprised of four members as on March 31, 2021.

The composition, category and attendance of Risk Management Committee is given below: -

Name of the member


meetings held = 3

Meeting(s) attended

date on which

meeting held

Mr. Satish Sekhri

Chairman 3 25/09/2020

25/12/2020

25/03/2021Mr. Anand Kumar Minda

Member 3

Mr. Sunil Bohra

Member 3


Member 3




terms of reference

• Review of implementation of Risk Management Policy and Framework;

• Other functions as may be specified under Companies Act, 2013 and SEBI Listing Regulations; and

• Such other activities as may be specified by the Board from time to time.

4. General Body Meeting

Venue and Time of last three Annual General Meetings (AGM)

Year date of Meeting

time Venue

26th AGM, 2017-18

08-08-2018 3.30 p.m.

PHD House, Opposite Asian

Games Village, New Delhi

27th AGM, 2018-19

06-08-2019 3.30 p.m.

PHD House, Opposite Asian

Games Village, New Delhi

28th AGM, 2019-20

19-09-2020 11.00 a.m.

Video Conference (VC)/Other

Audio Visual Means (OAVM).

The summary of the Special Resolutions passed at the previous 3 Annual General Meetings are reported below: -

28th annual General Meeting

s. No.

subject Matter of the special resolution

1 In the 28th Annual General Meeting, there was no Special Resolution in the AGM Notice.

aNNexUre-d (Contd.)


s. No.


1 In the 27th Annual General Meeting, there was no Special Resolution in the AGM Notice.


s. No.


1 Re-appointment of Mr. Alok Dutta, as an Independent Director

2 Re-appointment of Mr. Satish Sekhri, as an Independent Director

postal Ballot

During the financial year, one Postal Ballot was conducted, the details of which is as under:-

Date of Postal Ballot Notice

: March 31, 2020

Voting period : May 21, 2020 to June 19, 2020

Date of Declaration of Results

: June 20, 2020

Special Resolution under Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, and the rules framed thereunder, including any amendment thereto or statutory modification(s) or re-enactment(s) thereof for the time being in force (“the Companies Act, 2013”), the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (“SEBI ICDR Regulations”), the consent of members for raising of funds up to ` 700 Crores through issue of securities.

Category Mode of Voting

No. of shares held

No of Votes polled

% of Votes polled on

outstanding shares

No. of Votes in Favour

No. of Votes

against

% of votes in favour on Votes polled

% of votes against

on Votes polled

(1) (3)=(2)/(1)*100

(4) (5) (6)=(4)/(2)*100

(7)=(5)/(2)*100

Promoters and Promoter Group

E-voting

18,56,28,317

18,56,28,317 100.0000 18,56,28,317 0 100.0000 0.0000

Poll NA NA NA NA NA NA

Postal Ballot NA NA NA NA NA NA

total 18,56,28,317 100.0000 18,56,28,317 0 100.0000 0.0000

Public-Institutions

E-voting

4,60,39,235

4,11,78,298 89.4418 4,11,78,298 0 100.0000 0.0000



total 4,11,78,298 89.4418 4,11,78,298 0 100.0000 0.0000


aNNexUre-d (Contd.)

Category Mode of Voting

No. of shares held

No of Votes polled

% of Votes polled on

outstanding shares

No. of Votes in Favour

No. of Votes

against

% of votes in favour on Votes polled

% of votes against

on Votes polled

(1) (3)=(2)/(1)*100

(4) (5) (6)=(4)/(2)*100

(7)=(5)/(2)*100

Public-Non Institutions

E-voting

3,05,49,413

80,44,815 26.3338 80,43,640 1,175 99.9854 0.01461



total 80,44,815 26.3338 80,43,640 1,175 99.9854 0.0146

total 26,22,16,965 23,48,51,430 89.5638 23,48,50,255 1,175 99.9995 0.0005

The Company successfully completed the process of obtaining approval of its shareholders for the resolutions on the items detailed above through the aforesaid Postal Ballot.

Mr. Devesh Kumar Vasisht, Practising Company Secretary and Partner M/s. Sanjay Grover & Associates, Company Secretaries, was appointed as the Scrutiniser for carrying out the Postal Ballot process in a fair and transparent manner.

procedure for postal Ballot

In compliance with Sections 108 and 110 and other applicable provisions of the Companies Act, 2013, read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with General Circular No. 14/ 2020 dated April 8, 2020 and the General Circular No. 17/ 2020 dated April 13, 2020, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19 pandemic, issued by the Ministry of Corporate Affairs, Government of India , the Postal Ballot Notice was sent by email to all the members, whose names appear on the Register of Members, List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as on May 8, 2020 (the ‘cut-off date’) and who have registered their email addresses in respect of electronic holdings with the depository through the concerned depository participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited (“RTA”).

Due to non-availability of postal and courier services, on account of the threat posed by COVID-19 pandemic situation, and in terms of the MCA Circulars No. 14/ 2020 dated April 8, 2020 and Circular No. 17/ 2020 dated April 13, 2020, the Company sent this Postal Ballot Notice in electronic form only. The hard copy of this Postal Ballot Notice along with postal ballot form

and pre-paid business envelope was not be sent to the members for the postal ballot in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the members was obtained through the remote e-voting system only.

5. Holding/ subsidiary Companies

In terms of clause (c) of sub-regulation (1) of Regulation 16 of Listing Regulations ‘material subsidiary’ means a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

In compliance with the said regulation, the Company has a policy on Determining Material Subsidiary, which has been approved by the Board and the same has been displayed on the Company’s website at https://www. unominda.com/investor/corporate-governance.

As on March 31, 2021, there were two materials unlisted subsidiary of the Company i.e. Mindarika Private Limited and Minda Kosei Aluminum Wheel Private Limited.

The management of subsidiary companies is carried out by their separate Board of Directors who are empowered to exercise all the duties and rights for efficient monitoring and management of the companies.

The Company oversees and monitors the performance of subsidiary companies.

6. disclosures

i) related party transactions

Related party transactions entered during the financial year were in the ordinary course of business and were on an arm’s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.



aNNexUre-d (Contd.)

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee obtained for the transactions which were of a foreseen and repetitive nature.

A Statement giving details of all related party transactions placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board can be accessed on the Company’s website at https://www.unominda.com/ investor/corporate-governance

ii) disclosure of accounting treatment

The financial statements have been prepared on the accrual basis of accounting in accordance with the Generally Accepted Accounting Principles (GAAP) in India. Indian GAAP comprises mandatory accounting standards as specified under the section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

Details of fixed component and performance linked incentives, along with the performance criteria:

Salary and Allowances are fixed component payable to Managing Director and Whole-time Director as per terms approved by the Board and Shareholders. Only Managing Director is eligible to receive commission upto 3 percent of the net profit computed in accordance with Section 198 of the Companies Act, 2013.

remuneration policy for Non-executive directors

The Non-Executive Independent Directors are paid remuneration by way of sitting fees. No stock options were issued to the Non-Executive Independent Directors during the year.

The sitting fees to Non-Executive Independent director(s) amounting to ` 29.35 Lakhs pertaining to FY 2020-21 is detailed below:

Mr. Satish Sekhri - ̀ 8.65 Lakhs, Ms. Pravin Tripathi- ` 7.60 Lakhs, Mr. Krishan Kumar Jalan - ` 8.80

iii) risk Management

The Management of the Company regularly reviews the risk management strategy of the Company to ensure the effectiveness of risk management policies and procedures.

iv) remuneration of directors.

Disclosure of Director’s Interest in transactions with the Company.

None of the Non-Executive Director had any pecuniary relationship or transaction with the Company. However, some commercial transactions have taken place where Company’s directors hold directorship. Such transactions have taken place in the Ordinary Course of Business and on an Arm’s Length basis and have been disclosed to the Board of Directors in accordance with the provisions of the Companies Act, 2013 and have been entered in the register of contracts and approved by the Board in accordance with the Section 189 of the Companies Act, 2013.

Remuneration paid to the Managing Director and Whole Time Director during FY 2020-21(` in Crores)

Name of the director salary & allowances

Commission rent Free accommodation &

other expenses

Contribution to provident

Fund etc.

total

Mr. Nirmal K. Minda

Chairman & Managing Director

1.76* 4.50 1.34 0.13 7.73

Ms. Paridhi Minda

Whole Time Director

0.50 NA Nil 0.03 0.53

*Includes ` 0.65 Crore received from Mindarika Pvt. Ltd. where he is MD also.

Lakhs and Dr. Chandan Chowdhury - ` 4.30 Lakhs.

Mr. Anand Minda, Non-Executive Director has waived off his sitting fee.

Criteria of making payment to Non-executive directors

Non-Executive Directors may be paid sitting fees for attending the Meetings of the Board and of Committees of which they may be members. They are eligible for commission within regulatory limits, as recommended by the Nomination & Remuneration Committee and approved by the Board. The remuneration payable shall be inclusive of any remuneration payable for services rendered in any other capacity, unless the services rendered are of a professional nature and the Nomination & Remuneration Committee is of the opinion that the Director possesses requisite qualification for the practice of the profession.


aNNexUre-d (Contd.)

tenure, Notice period and severance fee

The tenure of office of the Chairman & Managing

Director, Whole-time Director is for five years

and of Deputy Managing Director is for three

years from the date of appointment and can be

terminated by either party by giving three months

notice in writing. There is no separate provision of

severance fee.

Shareholding of Non-Executive Director

Name of the director No. of shares held as at March 31,

2021

Mr. Anand Kumar Minda 41500

Mr. Satish Sekhri 2177

Mr. Krishan Kumar Jalan NIL

Dr. Chandan Chowdhury NIL

Ms. Pravin Tripathi NIL

v) details of non-compliances by the Company, penalties, and strictures imposed on the Company by stock exchanges or seBI, or any other statutory authority on any matter related to capital markets, during the last three years:

There has been no instance of penalties or strictures

imposed on the Company by Stock Exchanges or

SEBI, or any other statutory authority.

vi) Insider trading Code in terms of seBI (Insider trading) regulations, 2015

The Company has adopted an Insider Trading Policy

to regulate, monitor and to report the trading

by insiders under the SEBI (Prohibition of Insider

Trading) Regulations, 2015.

This policy also includes practices and procedures

for fair disclosure of Unpublished Price Sensitive

Information, initial and continual disclosure.

The code lays down guidelines, which covers

procedures to be followed and disclosures to be

made while dealing with shares of the Company

and cautioning on consequences of non-

compliances. The copy of the same is available

on the website of the Company website www.

unominda.com.

vii) Vigil Mechanism and Whistle Blower policy

The Company has adopted a Whistle Blower

policy and has established the necessary vigil

mechanism as defined under Regulation 22 of SEBI

(Listing Obligations and Disclosure Requirements)

Regulations 2015. No person has been denied

access to the Chairman of Audit Committee. The whistle Blower Policy can be accessed on Company’s website https://www.unominda.com/ investor/corporate-governance

viii) Commodity price risk or foreign exchange risk and hedging activities:

The Company has managed the foreign exchange risk and the transactions have been hedged to the extent considered necessary. The details of foreign currency exposure are disclosed in Note No. 50 to the Standalone Financial Statements.

Ix) disclosures in relation to the sexual Harassment of Women at workplace:

a) No. of Complaints filed during the financial year

: 1

b) No. of Complaints disposed of during the financial year

: 1

c) No. of Complaints pending as at the end of the financial year

: 0

x) details of familiarisation programs imparted to the Independent directors:

The details of familiarisation programs imparted to the Independent Directors are available at www.unominda.com/investor/corporate-governance

xi) Certificate from Company Secretary in Practice certifying that none of the directors are debarred or disqualified as Directors

None of the directors on the Board of the Company have been from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority. A certificate from a Company Secretary in practice has been attached herewith as annexure- J.

ix) details of compliance with mandatory requirements

The Company has complied with all the mandatory requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

x) details of compliance with Non-mandatory requirements

The status of compliance with the non-mandatory requirements of the Listing Regulations is provided below: -

Modified opinion(s) in Audit report:

During the year under review, there was no audit qualification on your Company’s financial statements.



aNNexUre-d (Contd.)

reporting of Internal auditor:

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed an Internal Auditor who reports to the Audit Committee.

Internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

7. CEO / CFO Certification

Chairman & Managing Director (CEO) and Chief Financial Officer (CFO) in terms of SEBI (Listing and Disclosure Requirements) Regulations, 2015, have furnished the requisite certificate to the Board of Directors. The copy of the same is appended as annexure - K.

8. Means of Communication

Quarterly results

The Company’s quarterly results are published in Economic Times, Navbharat Times, Financial Express and Jansatta and are displayed on its website www.unominda.com

News release and presentations

Official news releases are sent to stock exchanges and simultaneously displayed on Company’s website i.e. www.unominda.com

presentations to Investors / analysts

The presentations on the Company’s unaudited quarterly as well as audited annual financial results are made to the investors and financial analysts and simultaneously uploaded on the Company’s website www.unominda.com.

Website

The Company’s website www.unominda.com contains a separate dedicated section “Investor Relations” which enables stakeholders to be informed and allows them to access information at their convenience. Up-to-date financial results, annual reports, shareholding patterns, official news releases, Notices and other general information about the Company.

annual report

The Annual Report containing Standalone Audited Financial Statement, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members. The

Management’s Discussion and Analysis Report forms part of the Annual report.

9. detail of Compliance with the Corporate Governance Requirements specified in Regulations 17 to 27 and Clause (b) to (i) of sub-regulation (2) of regulation 46 of seBI (Listing obligations and disclosure requirements) regulations 2015.

The Company has complied all the regulations mentioned above and also received a Compliance certificate forming a part of the Corporate Governance report from practicing Company Secretary regarding the compliance of conditions of Corporate Governance.

10. General shareholders Information

annual General Meeting

i) Date : August 12, 2021

Time : 10.30 a.m.

Venue : Via Video Conference (VC)/Other Audio Visual Means (OAVM).

ii) Financial Year April 01, 2020 to March 31, 2021

For the year ended on 31.03.2021, the results were announced on

For quarter ending date

June 30, 2020* August 22, 2020

September 30, 2020 November 10, 2020

December 31, 2020 February 04, 2021

March 31, 2021 (Audited) **

June 13, 2021

*SEBI vide its Circular dated July 29, 2020 had extended the timeline for submission of financial results by listed entities for the quarter ended June 30, 2020 to September 15, 2020 due to the impact of COVID-19 pandemic.

**SEBI vide its Circular dated April 29, 2021 had extended the timeline for submission of financial results by listed entities for the quarter ended March 31, 2021 to June 30, 2021 due to the impact of COVID-19 pandemic.


aNNexUre-d (Contd.)

For the year ended on March 31, 2022, the results will be announced on following tentative dates

For quarter ending on or before

June 30, 2021 August 14, 2021

September 30, 2021 November 14, 2021

December 31, 2021 February 14, 2022

March 31, 2022 (Audited) May 30, 2022

iii) Date of Book closure: August 06, 2021 to

August 12, 2021 (both days inclusive).

iv) Dividend payment date: Expected on or before

September 10, 2021.

v) Listing on Stock Exchanges

The Company’s shares are listed at the following stock exchanges:

National Stock Exchange of India Limited

BSE Limited

Listing Deptt., Exchange Plaza,

Regd. Office: Floor - 25,

Bandra Kurla Complex, Bandra (E),

Phiroze Jeejeebhoy Towers,

Mumbai - 400 051Dalal Street, Mumbai-400 001.

vi) Stock Code

BSE Limited. : 532539

National Stock Exchange of India Limited

: MINDAIND

vii) Stock Prices during FY 2020-21

The performance of the Company’s scrip on BSE and NSE as compared to the SENSEX and NIFTY during FY 2020-21 are as under: -

Month(s) seNsex MIL share price on Bse(amount in `)

High Low High LowApr 2020 12760.95 10498.79 305.00 221.60

May 2020 12432.27 11483.74 295.40 238.70

Jun 2020 13790.81 12493.50 299.00 266.00

July 2020 14571.36 13431.20 318.40 268.50

Aug 2020 15480.45 14174.24 374.20 278.00

Sep 2020 15324.79 14200.86 374.50 302.20

Oct 2020 15606.91 14972.47 353.45 311.55

Nov 2020 17134.36 15125.40 396.60 317.75

Dec 2020 18343.95 17028.60 412.80 365.05

Jan 2021 19345.29 17927.75 528.00 387.55

Feb 2021 20230.60 17977.70 612.35 445.45

Mar 2021 20390.36 19009.22 591.80 517.00

Month(s) seNsex MIL share price on Nse (amount in `)

High Low High LowApr 2020 5926.50 4511.10 304.90 221.00

May 2020 6246.95 5351.20 295.25 238.50

Jun 2020 6935.75 6074.15 299.25 265.50

July 2020 7464.15 6702.50 318.80 268.10

Aug 2020 8223.60 7224.80 374.10 278.20

Sep 2020 8221.30 7398.35 375.00 285.90

Oct 2020 8260.40 7810.90 354.90 315.00

Nov 2020 8972.55 7686.85 396.90 317.55

Dec 2020 9456.65 8540.95 414.00 365.00

Jan 2021 10780.80 9214.20 522.90 387.40

Feb 2021 11093.15 9726.55 612.00 445.50

Mar 2021 10820.40 9605.05 590.90 515.35



aNNexUre-d (Contd.)

viii) Registrar and Share Transfer Agent

Link Intime India Private Limited

Noble Heights, 1st Floor,

Plot No. NH 2, C-1, Block LSC

Near Savitri Market, Janakpuri, New Delhi-110058.

ix) Share Transfer System

SEBI has mandated that, effective from April 01, 2019, no share can be transferred in physical mode. Hence, the Company has stopped accepting any fresh lodgement of transfer of shares in physical form. The Company had sent communication to the shareholders encouraging them to dematerialise their holding in the Company. The communication, inter alia, contained procedure for getting the shares dematerialised. Shareholders holding shares in physical form are advised to avail the facility of dematerialisation.

During the year, the Company had obtained, on half-yearly basis, a certificate, from a Company Secretary in Practice, certifying that all certificates have been issued within thirty days of the date of lodgement of the transfer (for cases lodged prior to April 01, 2019), sub-division, consolidation and renewal as required under Regulation 40(9) of the Listing Regulations and filed a copy of the said certificate with the Stock Exchanges. Trading in equity shares of the Company is permitted only in dematerialised form. Transfer of dematerialised shares is done through the depositories with no involvement of the Company.

x) Distribution Schedule and Shareholding Pattern as on March 31, 2021

distribution schedule

Category (shares) No. of shareholders shares

Upto 500 53991 3160694

501 - 1000 1466 1045914

1001 - 2000 749 1057421

2001 - 3000 284 724506

3001 - 4000 137 469061

4001 - 5000 95 428095

5001 - 10000 261 1838292

10001 and above 317 263204721

totaL 57300 271928704

shareholding pattern

Category of shareholders No. of shares % of total shares

Promoters and Promoters Group 192720311 70.87

Mutual Funds/UTI 27593054 10.15

Banks, Financial Institutions, 0 0

Insurance Companies 937398 0.34

Foreign Portfolio Investors 26112995 9.60

Private Bodies Corporate 8835737 3.25

Indian Public 12137563 4.46

Non-resident Individuals / Overseas Corporate Bodies 477564 0.18

Others 3114082 1.15

total 271928704 100.00


aNNexUre-d (Contd.)

xi) Dematerialisation of shares and liquidity as on March 31, 2021:

270,890,453 equity shares i.e. 99.62% of shares of the Company are in dematerialised form.

xii) Credit Ratings: Company had obtained Credit rating from ICRA for its Commercial Papers and rating was ICRA A1+.

xiii) Details of utilisation of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A): Not Applicable

xiv) Details of any recommendations of any committee of the Board (which is mandatorily required) not accepted by the Board: NIL

xv) Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditors and all entities in the network firm/network entity of which the statutory auditor is a part: ` 3.58 Crore

xvi) Outstanding global depository receipts or American depository receipts or warrants or any convertible instruments, conversion date and likely impact of equity: Not Applicable

xvii) Disclosures with respect to demat suspense account/ unclaimed suspense account

The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable:

a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: NIL

b) aggregate number of shareholders and their shares transferred in the suspense account during the year: 50 shareholders for 6080 shares.

c) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: 43 shareholders for 4710 shares.

d) number of shareholders to whom shares were transferred from suspense account during the year: 43 shareholders for 4710 shares.

e) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: 07 shareholders for 1370 shares

f) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: 1370

xviii) Plant Location(s)

• Village Nawada Fatehpur, P.O. Sikanderpur Badda, Distt. Gurgaon (Haryana)

• Village Naharpur Kasan P.O. Nakhrola Distt. Gurgaon (Haryana)

• Plot No. ME-I, Sector-2A, IMT Manesar, Gurgaon (Haryana)

• Plot No. ME-II, Sector-2A, IMT Manesar, Gurgaon (Haryana)

• Plot No. 5, Sector-10, IIE, Pant Nagar, Udham Singh Nagar, Uttrakhand

• Plot No. 5A, Sector-10, IIE, Pant Nagar, Udham Singh Nagar, Uttrakhand

• B-6, Chakan Industrial Area, Village-Mahalunge, Taluka-khed Distt. Pune, Maharashtra

• B-1/5, Chakan Industrial Area, Village-Mahalunge, Taluka-khed Distt. Pune, Maharashtra

• B-1/4/2, MIDC, Chakan Industrial Area, Villalge Nigoje, Taluka Khed, Distt. Pune, Maharashtra.

• C-41, MIDC, Chakan Industrial Area, Village Mahalunge (Ingle), Taluka Khed, Distt. Pune, Maharashtra.

• Gat No. 427/5, 427/10,Chakan Talegaon Road, Mahalunge Tal Khed, Pune, Maharastra

• CREAT, Om Chambers, Bhosari Telco Rd, Balaji Nagar, MIDC, Bhosari, Pune, Maharashtra.

• B-35, Portion-I, MIDC Waluj, Aurangabad, Maharashtra

• Survey No. 209, Upparapalli Village, Periya Mathagondapally (Post) Hosur, Thally Road, Denkanikottai(Taluk), Krishanagiri District, Tamilnadu.

• Plot No. B-3, SIPCOT Industrial Park at Pillaipakam Vengadu Taluk, Sriperumpudur, Chennai.

• JV Gate No.1, Plot No.07, SMG Vendor Park, Hansalpur, Bechragi, Ahmedabad, Gujarat.

Addition FY 2020-21 (MACL Plants)

• Plot No. 280, Udyog Kendra, Ext-2, Greater Noida

• Plot No. 01-02, Parth Industrial and Logistic Park, Kadli, Mehsana, Gujrat 382715

• 624/384-624/385, Dadhi Bhola 146, Tehsil- Nalagarh, Solan, Himachal Pradesh – 174 101



aNNexUre-d (Contd.)

• 1G/1A, Hootagalli Industrial Area, Near Silent Shore, Mysuru, Karnataka – 570 018

• Plot no-204b, Narasapura Industrial Area, Phase-1, Narasapura, Kolar, , Karnataka 563101

Addition 2020-21 (Rinder)

• Gat No. 148 Mhalunge Ingale, Off Chakan-Talegaon Road, Tal. Khed, Dist-Pune 410 501 (India)

• Survey No. 209/1 A2, 203/2pt, Upparapalli Village, Periya Mathagondapalli Post, Hosur- Thally Road, Denkanikottai- Taluk, Krishanagiri District, Tamilnadu- 635114

• Plot No. 12 & 13, Sec – 16, HSIIDC Industrial Estate, Bahadurgarh, Jhajjar, Haryana - 124 507

• M/s 3T Logistics, Khasra no.-764, Roshnabad, Behind Kelvin Care Company, Sector-4, Haridwar- 249403

Addition FY 2020-21 (MJ Casting)

• Plot No- 323, Ph.-II Industrial Growth Centre, Sector-3, Bawal, Distt.- Rewari, Haryana-123501

• Sy No.209/2A2,2B1, 2B2,2C1, Upparapalli Village-Mathagondapalli, Thally Road, Hosur, Krishnagiri, Tamil Nadu, 635114

xix) Address for Correspondence


Regd. Off.: B-64/1, Wazirpur Industrial Area, Delhi - 110 052.

(Tel) - 011-49373931, 0124-2291604

(Fax) - 0124-2290676

E-mail: investor@mindagroupcom


aNNexUre-e

Corporate GoVerNaNCe CertIFICate

To

The Members


We have examined the compliance of conditions of Corporate Governance by Minda Industries Limited (“the Company”), for the financial year ended March 31, 2021, as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the Listing Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For sanjay Grover & associatesCompany Secretaries

Firm Registration No.: P2001DE052900

devesh Kumar VasishtPartner

Date: June 13, 2021 CP No.: 13700Place: New Delhi UDIN: F008488C000453537



aNNexUre-F

details pertaining to remuneration as required Under section 197(12) of the Companies act, 2013 read with rule 5(1) of the Companies (appointment and remuneration of Managerial personnel) rules, 2014

i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY2020-21, ratio of the remuneration of each Director to the median remuneration of the employees of the Company forFY 2020-21:

sl. No.

Name of director/ KMp and designation

remuneration of director/ KMp for FY 2020-21

(` in Crore)

% increase in remuneration in the FY 2020-21

ratio of remuneration of each director/ to median

remuneration of employees

1 Mr. Nirmal K Minda Chairman and Managing Director

7.73* Nil 386.5:1

2 Ms. Paridhi Minda Whole-time Director

0.53 Nil 26.5:1

3 Mr. Sunil Bohra, Group CFO 3.63 Nil 181.5:1

4 Mr. Tarun Kr. Srivastava, Company Secretary

0.25 Nil 12.5:1

ii) In the financial year, there was no increase in the median remuneration of employees. The median remuneration was ` 0.02Crore

iii) There were 3,860 permanent employees on the rolls of Company as on March 31, 2021.

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerial remuneration and justification thereof andpoint out if there are any exceptional circumstances for increase in the managerial remuneration;

v) Due to un-precedent situation caused by global covid-19 pandemic, there were no increment declared by the Companyhence this is not applicable. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy forDirectors, Key Managerial Personnel and other Employees.

*Remuneration includes ` 0.65 Crore from Mindarika Pvt. Ltd. where he is MD also.

For and on behalf of the Board of DirectorsFor Minda Industries Limited

Nirmal K MindaChairman & Managing DirectorDate: June 13, 2021

Place: Gurugram DIN: 00014942


aNNexUre-G

seCretarIaL aUdIt reportFOR THE FINANCIAL YEAR ENDED MARCH 31, 2021

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,


(CIN: L74899DL1992PLC050333)

B-64/1 Wazirpur, Industrial Area,

Delhi-110052

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Minda Industries Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We report that-

a) Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

c) We have not verified the correctness and appropriateness of the financial statements of the Company.

d) Wherever required, we have obtained the Management representation about the compliances of laws, rules, regulations and standards and happening of events etc.

e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations and standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

f) The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

g) The auditor adhered to best professional standards and practices as could be possible while carrying out audit during the lock-down conditions due to Covid-19.

The Company made due efforts to make available the relevant records and documents which were verified through online means to conduct and complete the audit in the aforesaid lock-down conditions.

Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2021 (“Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2021 according to the provisions of:

(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings, where applicable;

(v) The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;



aNNexUre-G (Contd.)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(e) *The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

(g) *The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(h) *The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

*No event took place under these regulations during the audit period.

We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India and the Company has generally regular in compliance of the Standard. Further, the Company was generally regular in filing of forms/intimations to the Registrar of Companies under the Companies Act, 2013 / Stock Exchange(s) under various SEBI Regulations.

During the audit period, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards, to the extent applicable as mentioned above.

(vi) The Company is manufacturer of auto components such as, Switches, Lighting, Batteries, Horns, CNG/ LPG Kits, Fuel Caps and Electronic Components etc. It has manufacturing facilities located at Manesar (Haryana), Pune and Aurangabad (Maharashtra), Pantnagar (Uttrakhand), Hosur and Chennai (Tamil Nadu) and Ahmedabad (Gujarat). As informed by the management, being an automotive components manufacturer, there is no sector specific law applicable to the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. No changes in the composition of the Board of Directors took place during the audit period.

Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance other than those meetings which were held on shorter notice in compliance with the provisions of the Act read with Secretarial Standard-1 and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting.

Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations, standards and guidelines.

We further report that during the audit period:

The shareholders have passed a Special Resolution by way of postal ballot on June 19, 2020, to authorise the Board of Directors and its committee thereof, for raising of funds upto ` 700 Crores (` Seven Hundred Crores) through issue of securities. Subsequently, Rights Issue Committee in its meeting held on September 15, 2020 made allotment of 97,11,739 fully paid-up equity shares of face value of ` 2 each (“Rights Equity Shares”) of the Company for cash at a price of ` 250 per Rights Equity Share (including a premium of ` 248 per Rights Equity Share) aggregating up to ` 2,42,79,34,750 on a rights basis to the Eligible Equity Shareholders of the Company.

• The Board of Directors in its meeting held on June 29, 2020, gave its approval to raise upto ` 300 Crores/- (` Three Hundred Crores) by way of Non-Convertible debentures of face value of ` 10,00,000/- (` Ten Lakh Only) per debenture.

• Hon’ble NCLT, Delhi Branch, on June 01, 2020 approved the merger of four wholly owned subsidiaries namely (i) MJ Casting Limited, (ii) Minda Distribution and Services Limited (iii) Minda Auto Components Limited and (iv) Minda Rinder Private Limited (Formerly Known as Rinder India Private Limited) (“Transferor Companies”) with Minda Industries Limited (“Transferee Company”) by way of composite


aNNexUre-G (Contd.)

scheme of Amalgamation. The scheme of amalgamation was made effective from August 01, 2020 i.e. upon filing of the certified true copy of order with the Registrar of Companies.

• Hon’ble National Company Law Tribunal (NCLT) Delhi, having jurisdiction on Minda Industries Limited, vide its order dated February 01, 2021 and the Hon’ble NCLT Chennai, having jurisdiction on Harita Seating Systems Limited and its Promoters companies, vide its order dated February 23, 2021, approved the merger of Harita Limited (Transferor Company 1) and Harita Venu Private Limited (Transferor Company 2) and Harita Cheema Private Limited (Transferor

Company 3) and Harita Financial Services Limited (Transferor Company 4) and Harita Seating Systems Limited (Transferor Company 5) with Minda Industries Limited (Transferee Company). The scheme of amalgamation was made effective from April 01, 2021 upon filing of the certified true copy of order with the concerned Registrar of Companies.


Firm Registration No. P2001DE052900


Place: New Delhi CP No.:13700, FCS No.:F8488Date: June 13, 2021 UDIN: F008488C000453561



aNNexUre-G (Contd.)

ForM No Mr-3seCretarIaL aUdIt report

For the Financial Year Ended on March 31, 2021,[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Board of Directors

MINdarIKa prIVate LIMIted

B-64/1, WAZIRPUR INDUSTRIAL AREA,

DELHI-110052

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MINdarIKa prIVate LIMIted, CIN: U74899DL1995PTC073692 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on March 31, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made herein after:-

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2021 according to the provisions of:

i. The Companies Act, 2013 (the act) and the Rules made thereunder;

ii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing;

iv. The Memorandum and Articles of Association.

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India:

b) The Listing Agreements entered into by the Company: Not applicable during the reporting period

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards etc., mentioned above.

We further report that compliance of applicable laws (other than as stated above) including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

We further report that the Company has, in our opinion, complied with the provisions of the Companies act, 2013 and the rules made under that act and the Memorandum and articles of association of the Company, with regard to:

I. Maintenance of various statutory registers and documents and making necessary entries therein;

II. Closure of the Register of Members.

III. Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

IV. Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

V. Notice of Board meetings of Directors and Shareholders and various committees established under Companies Act, 2013 and voluntarily.

VI. The meetings of Board of Directors and Shareholders and committees.

VII. Minutes of proceedings of General Meetings and of the Board and committees.

VIII. Approvals of the Members, the Board of Directors, Committee and the Government authorities, wherever required;

IX. Constitution of the Committee, Board of Directors appointment including the Managing Director.

X. Payment of remuneration to Managing Director.

XI. Appointment and remuneration of Statutory Auditors;

XII. Borrowings and registration, modification and satisfaction of charges wherever applicable;

XIII. Contracts, common seal, registered office and publication of name of the Company; and Generally, all other applicable provisions of the Act and the Rules made under the Act.


aNNexUre-G (Contd.)

I further report that:

a. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

b. The Company has obtained all necessary approvals under the various provisions of the Act; and there was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act and Rules, Regulations and Guidelines framed under this Act against / on the Company, its Directors and Officers.

c. The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

d. The Company has complied with the provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made under that Act to the extent applicable.

For deepak Goel & associates(Company Secretaries)

FRN No. S2013HR213300

Cs deepak GoelM.NO: 29311

Place: Faridabad COP No. 12018Date: April 27, 2021 UDIN: A029311C000187535



aNNexUre-G (Contd.)

ForM No Mr-3seCretarIaL aUdIt report

For the Financial Year Ended on March 31, 2021,[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,


MINda KoseI aLUMINUM WHeeL prIVate LIMIted


DELHI-110052

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MINda KoseI aLUMINUM WHeeL prIVate LIMIted, CIN: U29130DL2015PTC278233 (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial audit, we hereby report that in our opinion, the Company has, during the audit period ended on March 31, 2021, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:-

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the period ended on March 31, 2021 according to the provisions of:

i. The Companies Act, 2013 (the act) and the Rules made thereunder;

ii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing;

iv. The Memorandum and Articles of Association.

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India:

b) The Listing Agreements entered into by the Company: Not applicable during the reporting period

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards etc., mentioned above.

We further report that compliance of applicable laws (other than as stated above) including Direct and Indirect Tax laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

We further report that the Company has, in our opinion, complied with the provisions of the Companies act, 2013 and the rules made under that act and the Memorandum and articles of association of the Company, with regard to:

I. Maintenance of various statutory registers and documents and making necessary entries therein;

II. Closure of the Register of Members.

III. Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government;

IV. Service of documents by the Company on its Members, Auditors and the Registrar of Companies;

V. Notice of Board meetings of Directors and Shareholders and various committees established under Companies Act, 2013 and voluntarily.

VI. The meetings of Board of Directors, Shareholders and committees.

VII. Minutes of proceedings of General Meetings and of the Board and committees.

VIII. Approvals of the Members, the Board of Directors, Committee and the Government authorities, wherever required;

IX. Constitution of the Committee, Board of Directors appointment including the Managing Director.

X. Payment of remuneration to Managing Director.

XI. Appointment and remuneration of Statutory Auditors;

XII. Borrowings and registration, modification and satisfaction of charges wherever applicable;

XIII. Contracts, common seal, registered office and publication of name of the Company; and Generally, all other applicable provisions of the Act and the Rules made under the Act.


aNNexUre-G (Contd.)

I further report that:

a. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

b. The Company has obtained all necessary approvals under the various provisions of the Act; and there was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act and Rules, Regulations and Guidelines framed under this Act against / on the Company, its Directors and Officers.

c. The Directors have complied with the disclosure requirements in respect of their eligibility of appointment, and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel;

d. The Company has complied with the provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made under that Act to the extent applicable.

For deepak Goel & associates(Company Secretaries)

FRN No. S2013HR213300

Cs deepak GoelM.NO: 29311

Place: Faridabad COP No. 12018Date: April 27, 2021 UDIN: A029311C000187436



economic review

Global economy

Although the global economic output is recovering from the collapse triggered by Covid-19, it will remain below pre-pandemic trends for a prolonged period. The pandemic has exacerbated the risks that were already looming over us with a decade-long wave of global debt accumulation, and now, the world is looking at a bigger financial jolt.

The calendar year 2020 started on a positive note with expectations of improving growth in the automotive and industrial sectors. The rapid spread of Covid-19 forced governments to implement stringent lockdowns. Though lockdowns were inevitable to protect the well-being of citizens, they brought the world economy to a physical standstill. The pandemic has deeply impacted manufacturing capacities, and even as we speak, there are several countries, including India, in the middle of deadlier second or third waves of the infection, which further makes us unable to resume normal life and work. Furthermore, unemployment figures are worrisome as the vulnerable sections of the society and professionals from informal and contact-intensive sectors, such as tourism, are impacted the most.

In all, the global economy is estimated to have contracted 4.3% in CY 2020, a 0.9% smaller collapse than was expected in June forecasts. In advanced economies, the initial contraction was less severe than anticipated, but, the ensuing recovery has been dampened by a substantial resurgence of Covid-19 cases. Advanced market economies, which were witnessing a low single-digit growth rate even before the pandemic, are expected to make a slower recovery as compared to the emerging economies.

Aggregate GDP in emerging market and developing economies is expected to grow 5% in CY 2021, after a contraction of 2.6% in CY 2020, though there would likely be a high divergence in the economic output of individual countries. Meanwhile, output in China is estimated to have rebounded last year at a faster-than-expected rate, with particular support from infrastructure spending. China’s strength was an exception however, and disruptions from the pandemic in the majority of other Emerging Markets and Developing Economies (EMDEs) were more severe than previously envisioned, resulting in deeper recessions and slower recoveries.

(Source: World Economic Outlook, April 2020 update)

Indian economy

The Indian economy expanded in the last quarter of the FY 2020-21 and found some footing after the initial disruption caused by the Covid-19 pandemic before the pandemic’s second wave hit. Signs of uptick, which were visible in the second half of the year due to consumption growth, continued their streak towards the end of the year.

The GDP in the final quarter touched 1.6%, an acceleration from 0.5% in the previous quarter. This momentum marginally softened full year’s record contraction to 7.3% from the earlier projections of 8%. Private consumption spending appeared to have rebounded to growth for the first time in four quarters, posting an expansion of 2.7%, which further moderated the full-year’s contraction to 9.1%.

However, for the full year, manufacturing and services segments are likely to decline by 9.6% and 8.8%, respectively. On the other hand, the agriculture, forestry and fishing, and utility services are a few segments, which are likely to grow, thereby, providing some support to the economy. However, retesting the pre-pandemic levels will take some time as the economy is grappling with the aftermath of the second wave of the virus. With many states going under stringent lockdowns for the span of April-June, much like the last year, again, business activities stagnated. As per IHS Markit’s Manufacturing PMI survey for May, the weaker demand prospects in key sectors pushed new orders and output to 10-month lows.

outlook

The year 2020-21 brought unprecedented disruption to lives and livelihoods across the world, and India was no exception. The economy declined sharply during first half of the fiscal year as the country grappled with the pandemic, however, effective measures taken by the Government of India and the Reserve Bank of India (RBI) helped the Indian economy to recover. Rapid rollout of vaccines coupled with Government’s efforts and financial aid to stimulate recovery helped improve consumer sentiments. In spite of these encouraging developments, the Covid-19 pandemic is far from over. The trajectory of the pandemic still remains unpredictable. India admittedly did better than most nations last year and fended against Covid-19 admirably, thus, reassuring even foreign investors, however, the recent 2021 chaos was unforeseen. The Government has sped up its vaccination drive and formulated healthcare plus financial strategies to ward off the impact that a third wave might cause. With these preparations already in place today, our long-term growth prospects remain robust.

Industry structure and developments

Global automobile Industry

Following a decline from 2018 to 2020, the global auto sector underwent stagnation during the first wave of Covid-19. However, as global demand showed signs of recovery, the growth returned in CY 2021. This being said, the pace of recovery has been uneven, with China leading the demand charts, and North America and Europe following. The demand in CY 2021 is estimated to grow at +10.1% YoY with solid recoveries in the US and China region, while maintaining a cautious stance on Europe, followed by +5.5% YoY and +3.0% YoY in CY 2022 and CY 2023 respectively.

aNNexUre-H

MaNaGeMeNt dIsCUssIoN aNd aNaLYsIs


The global auto sales will expand by 8-10% in 2021 to 83 million-85 million units, up from 77 million in CY 2020. The market share of electric vehicles (including plug-in hybrids) is expected to increase in CY 2021 to a 6-8%, after comprising a 4.4% share in CY 2020 and 2.5% in CY 2019. The European market will drive this growth.

Meanwhile auto electrification, which has entered a full-expansion phase, is poised to grow, following a stricter environmental regulation. A number of countries have come forward to promote EV (electrified vehicle) sales as part of their environment-conscious policies. EV sales have significantly outpaced auto demand in core markets since mid-2020. This is an initial point of escalation for the trend in auto electrification despite lingering impact from COVID-19. This mega-trend will set winners apart from the losers as this relates directly to the monetisation of EVs and changing competitive dynamics within the supply chain.

Indian automotive Industry

The automotive sector is an integral part of the Indian economy. Having faced disruptions and slowdown during the recent pandemic, automobile (auto) sales across segments in India – the world’s fifth largest market – slipped to a 6-year low in FY 2020-21. A deep structural slowdown in the industry even before the pandemic was already at work before the Covid-19 catastrophe, which agitated the growth capacity, and pushed all vehicle segments back by many years. In order to overcome the unprecedented challenges faced in CY 2020, the auto industry has shifted its focus to going digital, which

could help serve customers, reduce costs, and structure their manufacturing processes.

An interesting diversion to note would be the post-lockdown months, to be specific Q3 of FY 2020-21, which recorded higher sales numbers, given the pent-up demand in the personal mobility sector.

Additionally, the postponement of replacement demand for vehicles in FY 2019-20 and FY 2020-21 remained sizeable and is expected to come back as the economy starts recovering.

In December 2020, sales of Passenger Vehicles (PVs) and two-wheelers witnessed a resurgence of growth. This again can be traced back to months of restrictions and low buying activities, which are normally retriggered in the festive season. The rising focus on maintaining social distancing (by travelling in personal vehicles) was also a key driver of this improvement. Exports proved to be the saviour for the industry during the immediate post-lockdown period.

As per SIAM, the sale of Passenger Vehicles declined by 2.24 % in April-March 2021 over the same period last year. Within the Passenger Vehicles, the sales of Passenger Cars and Vans declined by 9.06% and 17.62 % respectively, while sales of Utility Vehicles marginally increased by 12.13 % in April-March 2021 over the same period last year.

The overall Commercial Vehicles segment registered a de-growth of 20.77 % in April- March 2021 as compared to the same period last year. While the sale of Three-Wheelers declined by 66.06 % in April-March 2021, the Two-Wheelers sales registered a de-growth of 13.19 % in April-March 2021 compared Y-o-Y.

segment-wise automobile production trends in 2020-21

Category FY 2015-16 FY 2016-17 FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21Passenger vehicles 3,465 3,802 4,020 4,028 3,434 3,062Commercial vehicles 787 810 895 1,112 752 625Three-Wheelers 934 784 1,022 1,269 1,134 611Two-Wheelers 18,830 19,934 23,157 24,505 21,042 18,354Grand total 24,016 25,329 29,094 30,915 26,362 22,652

production Volume

35,000

30,000

25,000

20,000

15,000

10,000

5,000

0FY16 FY17 FY18 FY19 FY20 FY21

18,830

934787

3,465

19,934

784810

3,802

23,157

1,022895

4,020

24,505

1,2691,112

4,028

21,042

1,134752

3,434

18,354

611625

3,062

Passenger vehicles Commercial vehicles Three-Wheelers Two-Wheelers

aNNexUre-H (Contd.)



% share of each segment in total production volume

Category FY 2019-20 FY 2020-21Two-Wheelers 79.8% 81.0%Three-Wheelers 4.3% 2.7%Passenger vehicle 13.0% 13.5%Commercial vehicle 2.9% 2.8%

outlook

Globally, the pandemic has enforced a massive change in attitude towards mobility, with health and safety taking utmost precedence. A recent global survey indicates shifting consumer preferences – as people seek to limit possible exposure to the virus, the preference for private vehicles is expected to rise in the short term, and demand for shared and public transport is bound to fall. These trends could dominate until a vaccine is available at scale.

The micro-mobility segment, which comprises electric bikes, bicycles, skateboards, mini scooters, among others, could gain more popularity in key international markets as a low-cost private vehicle option. In India, while infrastructure gaps limit the uptake of such options, rental start-ups have started offering long-term rental options on electric bikes. This could, in turn, transform the way India conducts last-mile deliveries amid the pandemic and in the future too.

While the micro-mobility sector has an opportunity to thrive, the electric vehicle (EV) segment would probably experience a global slowdown in the automotive sector. Sales grew only 9% in 2019, and Covid-19 caused a 25% decline in sales in the Q1 of 2020. However, 2021 onwards, adoption could increase in key geographies, helped by regulation and

monetary incentives. China’s decision in 2020 to extend subsidies on plug-in electric vehicles (PEV) through 2022, combined with investment in new charging infrastructure, is likely to put sales back on a growth trajectory by 2021. In Europe, strong regulatory tailwinds may buoy the segment even during a harsh Q2, while the region faces the full-blown impact of the pandemic. However, in the US, where sales had already dwindled from 2019 onwards, revised fuel economy standards, falling oil prices, and Covid-19 related effects could further cause EV sales to stagnate in 2020 and 2021.

a resilient aftermarket

As more people postpone buying new vehicles in the present scenario, repairs on current and second-hand vehicles could provide a window of opportunity for the automotive aftermarket. Historically, the light-vehicle aftermarket has been the most resilient during periods of economic distress. During the last financial crisis, for example, US car sales fell by nearly 17%, whereas aftermarket spending declined by just 1%. The current downturn, too, could give aftermarket spending a push. As more auto parts retailers adopt e-commerce and digital channels, end-users have begun shopping for replacement parts online. Reduced usage of public transport is increasing the reliance on personal vehicles. This could up the demand for aftermarket service.

Passenger vehicles Commercial vehiclesThree-WheelersTwo-Wheelers

81.0%

2.7%

13.5%

13.0%

79.8%

4.3%

2.8%

2.9%

aNNexUre-H (Contd.)


India’s automobile sales already saw an uptick in July 2020 compared to previous months in the year. Atmanirbhar Bharat (self-reliant India), a pro-localisation scheme first announced amid the early months of the COVID-19 crisis, could help the auto industry overcome its current supply chain issues. India’s auto component sector witnessed a 6% compounded growth in turnover between FY 2015-16 and FY 2019-20. To meet the aspirations of capturing 4-5% of the global auto parts trade by 2026, the Government could focus on the 5Ls – Labour, Law, Logistics, Liquidity, and Leading innovation, where India’s Asian peers outperform. Vietnam’s auto component industry, for instance, is the fastest growing among its peers due to tax incentives, growth-oriented trade, and investment policies as well as its Government’s pro-development labour laws.

(Source: mckinsey.com)

auto Component Industry

Auto-components industry account for 2.3% of India’s Gross Domestic Product (GDP) and employs as many as 1.5 million people directly and indirectly. A stable government framework, increased purchasing power, large domestic market, and an ever-increasing development in infrastructure have made India a favourable destination for investment. The organised segment of the industry including OEM, is largely engaged in the manufacturing of high-value precision instruments, while the unorganised segment comprises of low-value products catering to after-market services. The industry is highly fragmented, with most firms being Indian

businesses and very limited foreign firms and JVs operating in the segment. However, one of the main challenges faced by the indigenous component manufacturers is the low-level of technology adaptation and R&D intensity. The sub-sectors of the auto component industry in India would include the engine parts, electrical parts, drive transmission and steering parts, suspension and braking parts, equipment, etc. The Indian auto component industry, being a critical part of the OEM value chain, is expected to record a subdued growth due to muted demand in FY 2020-21 and aggravation following the pandemic. However, as per the data from ACMA, the auto parts industry has degrown less than the vehicle industry in FY 2020-21. Further the industry is anticipated to witness significant improvement on a sequential basis and register strong growth in FY 2021-22.

Government Initiatives

production Linked Incentive

India is at a crucial junction now, positioned well to seize China’s throne as the “top investment destination” and “the most preferred manufacturing hub of automobiles” as the global sentiment for China’s governance has gone south in the last one year, which repelled a large number of manufacturers and investors alike to find new areas worth exploring.

To further support its worldwide standing, the GoI announced the Production Linked Incentive (PLI) scheme for automobiles and auto components both, with a maximum incentive of

Investment in automotive sector shot up during the last economic downturn; similar trend observed in H1 2020

15

41

51

+80%

2006 2007 2008

Auto M&A investments during the 2008 financial crisis...

12%1

15%2

$7 bnH1 2019

$11 bnH1 2020

M&a investments in the sector in H1 2020; pe/VC activity up

aNNexUre-H (Contd.)



about ` 57,000 Crore over a course of 5 years. The scheme covers 4 sub-schemes:

1. Global Sourcing Scheme

2. Vehicle Champion Scheme

3. Component Champion Scheme

4. Production- Linked Incentive (PLI) Scheme

PLI scheme is expected to deliver benefits to a few select firms that would meet the eligibility criteria laid under the scheme. However, the real benefits are expected to penetrate inside the automobile value chain and make an impact at each level. The PLI scheme for automobile sector is expected to act as a growth enabler to make the sector cost-competitive, increase market share, attract investments, promote R&D, local value addition, and creating jobs, in turn, repackaging itself as a Global Champion for both Domestic and Global markets, and build on the Government’s initiative of “Atmanirbhar Bharat”.

scrappage of Vehicles – the Hidden opportunity

As per the Scrappage Policy announced in July 2019, the Indian Government proposed changes to motor vehicle rules to permit scrapping of vehicles that were more than 15 years old. The scrappage policy is meant to flush out old cars, which end up polluting the environment.

This will also encourage new car sales, propelling the growth of the Indian automobile market, while also encouraging manufacturers to deliver in accordance with environmental concerns. The government has also proposed OEMs to offer discounts on the purchase of new vehicles after scrapping an old vehicle. This policy will also reduce their dependence on steel imports as steel and other metal deposits from the scrapped cars will minorly be cutting down the metal imports on a yearly basis.

Amid the Covid-19 impacted slowdown of the automobile market, the scrappage policy could be a significant market growth enabler. As per estimates, an effective vehicle scrappage policy in India can help create an industry of its own with a business opportunity worth USD 6 billion (` 43,000 Crore) per year. Apart from the USD 6 billion steel scrappage potential, there is an additional business that can be generated from recycling of plastic, rubber, and other reusable body parts of the scrapped vehicles.

electric Vehicles – the Next Big thing

The Electric Vehicle (EV) market in India is gradually becoming a favourite investment among investors, the Government, and the consumers. As per the Centre for Energy Finance (CEEW-CEF), the EV market in India will be a USD 206 billion opportunity by 2030, if India achieves its long-term ambitious goal of 100% electrification by 2030. If we as a nation manage to do that, this industry alone would have created over 5 Crore direct and indirect jobs in India.

Under the Union Budget of 2019-20, the GoI declared plans to offer additional income tax benefits of up to ` 1.5 Lakh for interest paid on auto-loans taken to buy EVs. The Government of India expects the automobile sector to attract USD 8-10 billion in local and foreign investment by 2023 for EVs.

threats

prolonged stress in the Macro economy, automotive, and Industrial sectors

Economic recession gripped global economy following the Covid-19 insinuated lockdowns. While global trade may stabilise earlier, the macro-economic impact of recession may be felt on the supply and demand aspect of the vehicles’ industry for a prolonged period of time. Highly dependent on the economic conditions that might prevail in the coming years, the auto sector faces high risks as the purchasing power and private consumption could remain low. Moreover, with the second wave hitting the nation, savings are being disposed of, which will continue to be of prime concern.

Unforeseen and sudden Currency Volatility and raw Material prices

Volatile and unstable global markets have widespread implications for manufacturing organisations. From unexpected fluctuations in raw material costs to currency volatility, unforeseen obstacles destabilise supply chains. With raw materials becoming harder to secure, commodity price volatility will affect the cost of manufacturing operations and thus, the profitability of the Company. What it means is that we’ll have to choose from either absorbing the significant additional costs, until we find new ways to mitigate the expenses, or pass on the price load to customers, who are already reluctant to spend.

Business overview

switch & Handle-Bar systems division:

MIL is one of most prominent global manufacturers of switching systems and handle-bar assembly for 2Ws and 3Ws. It has maintained its leadership position through its domestic production facilities spread across 5 plants and 2 overseas production facilities at its 100% subsidiaries in Indonesia (PTMA) and Vietnam (MIVCL) respectively. The Company also owns a state-of-the-art office in Japan that focuses on designing and developing latest switching solutions. The Company has consistently delivered value at desired cost -rich experience which has helped it gain trust amongst the customers. The Company’s rich clientele speaks of the trust it has earned with its service over the years. It includes Bajaj, Honda Motorcycles, Hero MotoCorp, Royal Enfield, Yamaha Motors and Piaggio, among others. The Company envisions sustaining its global leadership position and continuing as the most preferred supplier of switch systems to 2Ws and off-road vehicles across the globe. With this aim

aNNexUre-H (Contd.)


in mind, the division clearly works towards and focuses on developing cost-effective, innovative, and quality solutions. The Company serves almost all major OEMs and develops switching solutions for off-road vehicle segments.

The Company has been consistently maintaining its leadership position in India in the 4W switching business through its subsidiary named Mindarika Private Limited. Tokai Rika is the joint venture partner for this business for last 29 years. It has 4 manufacturing locations at Manesar, Pune, Chennai & Ahmedabad and has its own dedicated R&D centre. The Company supplies to major OEMs including Maruti, Toyota, MSIL, Tata, M&M, Hyundai, among others.

The business registered a revenue of ` 1,868 Crores for FY21 as against ` 2,022 Crores for FY 2019-20, contributing to about 29% of the total consolidated turnover.

Lighting division:

As one of the country’s leading manufacturers of the automobile lamps and signaling devices, MIL is renowned for its lighting solutions. designing, R&D, manufacturing and delivering end-to-end solutions to the country’s leading OEMs. The division operates its plants across Manesar, Pune and Chennai. MIL’s lighting business is also present in Indonesia through its subsidiary PTMA where it serves some key Japanese OEM’s in PV segment. The Company produces premium lights for 2-Wheelers, 3-Wheelers, and 4-Wheelers, as well as off-road vehicles. MIL enjoys a considerable hold in the aftermarket and replacement market as well. The clientele includes the world’s renowned OEM brands like Maruti, Renault Nissan, M&M, Royal Enfield, Yamaha, Tata, Suzuki, Swaraj Mazda and New Holland, Bajaj, Triumph, KTM and ISUZU among others.

In 2016, the Company acquired the global lighting business of the Rinder Group, based in Spain, and renamed to Minda Rinder. Minda Rinder is spread across its facilities at Bahadurgarh, Pune, Hosur and Sonipat. This acquisition has strengthened expansion of the Company’s presence in 2W segment, well supported by Rinder’s extensive R&D centre in Spain.

In 2020, MIL also acquired 100% interest in Delvis Gmbh, a complete system developer for automotive lightings which has proven capabilities in design, development, and manufacturing of innovative lighting solution for next generation vehicles. It offers full range of products, from cost-optimised basic headlights and design solutions up to adaptive LED headlight systems with dynamic lighting functions Interior lighting solutions include overhead control units, ambient lighting, indicator and locator lighting and LCD backlights. Delvis is among the top players with state-of-the-art lighting technology and works closely with German OEMs (VW / Audi/ Porche) in pre-development activities for high end platforms, which deploy the next level of technologies.

Lighting Business achieved revenue of ` 1,417 Crores for FY 2020-21 as compared to ` 1,257 Crores in FY 2019-20, contributing 22% to our total turnover.

acoustic division:

Over the years, MIL has emerged as the market leader in automotive horn manufacturing segment catering to 2Ws, 4Ws, off-road and CVs in India. The division, with its domestic manufacturing units at Manesar and Pantnagar, is well supported by a dedicated R&D team in the design, development, and production. Together, they deliver extremely durable and high-quality automotive horns with optimum performance. The marque clientele includes Maruti Suzuki, Renault, Nissan, Tata Motors, Bajaj Auto Limited, Honda Motorcycles and Scooters, Hyundai, and Royal Enfield.

In 2013, the group acquired Spain-based Clarton Horns S.A.U., a leading manufacturer of electronic automotive horns, trumpet horns and disc horns. With Clarton’s manufacturing facilities situated at Spain, Mexico, and Morocco, it is amongst the top two global players in automotive acoustics, giving the Company an access to leading European and American OEMs. MIL, along with its subsidiary Clarton Horn, is world’s second largest manufacturer of automotive horns.

Acoustic Business recorded revenue of ` 634 Crores for FY 2020-21, contributing 10% to our total turnover as against ` 653 Crores in FY 2019-20.

Castings division:

Minda Group through its subsidiary Minda Kosei Aluminum Co. Private Limited is a leading and the largest Indian manufacturer of alloy wheels. With its manufacturing facility at Bawal, Haryana and Gujarat, it has a current installed capacity of approximately 1,80,000 wheels per month. The Company is further expanding the capacity of at the Bawal, Haryana plant from 120,000 wheels per month to 180,000 wheels per Month to cater to increased orders and demand from OEMs. The partnership with Dayou Global, South Korea has enabled the group to expand its portfolio wherein it will start supplying LPDC wheels to a leading Korean OEM by FY 2021-22. MIL is in commissioning stage of 2W alloy wheels plant with proposed capacity of 3.6 million wheels per annum. While 3 lines out total 4 lines have commissioned, 4th line is expected to commence in Q2 of FY 2021-22.

The aluminium die casting business under M J Castings Limited (MJCL - now merged with MIL) is designed to cater to a volume of 25,000 engine parts/ components per day. The manufacturing plants in Rewari, Haryana and Hosur, Bangalore are invested with modern state-of-the-art facility and equipments for operations.

Castings Division achieved revenue of ̀ 748 Crores in FY 2020-21 as compared to 765 Crores in FY 2019-20 contributing 12% of our Total turnover

aNNexUre-H (Contd.)



seatings division:

With the Merger of Harita Seating Systems Limited (HSSL) with Minda Industries Limited (MIL), the group has unlocked another gem in automotive systems solutions in the Seatings segment. The merger has potential to create significant shareholder value backed by superior business profile and performance. This transaction encompasses merger of HSSL into MIL and its 51% holding in Harita Fehrer Limited (HFRL) which is a joint venture with Fehrer Automotive GmbH, one of the leaders in automotive seating business in Germany and Europe. HSSL is a tier 1 seat supplier across various automotive segments and has 12 strategically located domestic manufacturing plants along with its subsidiary(ies). HSSL is engaged in manufacturing, product development and sale of safe, ergonomic and reliable driver seats and bus passenger seats. Their key customers include TVS, Royal Enfield, TAFE, Daimler, John Deere and TATA’s among others.

Seatings Division achieved a revenue of ` 650 Crores in FY21 as compared to ` 757 Crores in FY 2019-20 contributing 10% of our Total turnover

other Business:

sensors division: The Sensors and Controllers (SAC) division has come a long way from its inception in 2005 to being a leading supplier of electronic components to major Indian

OEMs. The state-of-the-art production facility at Pune, manufactures products that meet customer’ requirements and expectations. The division deals in Start Stop Sensors, Contact and Non – Contact type Speed Sensors, HID Ballast, TPMS (Tyre Pressure Monitoring System), EAPM (Electronic Accelerator Pedal Module), DC-DC Converter.

The Company, over the years, has built a loyal customer base which boasts of names such as General Motors, Mahindra, Volvo Eicher, Royal Enfield, Tata, and Bajaj. The division also has access to Wheel speed sensor technology which will find application across all PV platforms.

Controllers and telematics division: The controller division has pioneered the lamp Leveling motor solutions and is a leader in this product category with major OEMS as its customers. The Company has also acquired knowledge of AIS 140 for this technology from the KPIT Engineering for design of IVTS and OBITS. Controller division is augured well to meet the rising demand of the evolving technology in controller and telematics space. iSYS RTS GmbH, Germany, a 100% subsidiary of MIL is closely working with this division to ensure the product offerings are of global standards.

The group through its subsidiaries and associates is also engaged in manufacturing of blow moulding, hoses (breaks and fuel), fuel caps, air filters, air bags, CNG and LPG kits, speakers, and infotainment, among others.

product -wise revenue

division switches Lighting acoustics Castings seatings others% 29% 22% 10% 12% 10% 17%

Market-wise revenue contribution

Domestic 84%

International 16%

Financial performance

2019-20 2020-21 % changeDebtors Turnover 52 59 14%

2019-20 2020-21 % changeInventory Turnover 56 63 13%

2019-20 2020-21 % changeCurrent Ratio 0.88 0.96 9%

2019-20 2020-21 % changeNet Debt Equity Ratio 0.40 0.31 21%

2019-20 2020-21 % changeEBITDA Margin (%) 10.8% 11.4% 57 bps

2019-20 2020-21 % changeNet Profit Margin (%) 2.5% 3.2% 75 bps

aNNexUre-H (Contd.)


2019-20 2020-21 % changeNet Cash flow from operating activities (` Crore) 1,048.55 342.71 -67%

2019-20 2020-21 % changeInterest as a % of share 1.51% 1.16% 36 bps

2019-20 2020-21 % changeDepreciation as a % of share 5.47% 5.89% (42) bps

risks and mitigation

Risk management is an important business driver and is integral to the achievement of the group’s long-term business plans. We take an integrated approach to minimise risk and run proper assessments to maximise growth. Our success, as an organisation, depends on our ability to identify and capitalise on the opportunities generated by our business and the markets in which we compete. By managing the associated risks, we strive to achieve a balance between our goals of growth and return and the related risks.

risk Head description Mitigants

economic situation

Our financial condition and results of operations may be influenced by macro-economic factors within the various countries in which we operate, including changes in Gross Domestic Product, the level of consumer and business confidence, changes in interest rates for/ or availability of consumer and business credit, the rate of unemployment, foreign currency controls and changes in exchange rates, as well as geopolitical risks, such as government instability, social unrest, the rise of nationalism and populism and disputes between sovereign states. Any disruption in such macro-economic developments over which we have little to no control can potentially impact our profitability.

Capital Impacted: Financial, Manufactured, Human and Social

The social, economic, as well as political risks are mitigated with continuous observations of the developments in our business environment. The Company took appropriate actions in terms of changes in strategies to protect the interest of the Company. Several cost rationalisation measures were identified and implemented in material, employees, and process cost to overcome the loss.

pandemic The coronavirus pandemic impacted 2020, particularly in the first half of the year. The Government put various containment measures, holding the first priority for people’s well-being over economic activities, and rightly so, however, there was an overall slowdown in the market demand as a result, and the fragile supply chain was damaged. The future implications and duration of the pandemic cannot be predicted. The success of the vaccination drive initiated is yet to be ascertained. The potential third wave of pandemic still looms over, which may lead to lockdown like measures being implemented again by the government. These may have an adverse impact on the regular operations and sales of your Company.

Capital Impacted: Social and Human

The Company is continuously monitoring the developments and the possible financial or logistic effects that may come with another Corona wave, and so, we are working to minimise the impact of this unprecedented situation.

Industry transition

As the Company is a supplier in the automotive and industrial sector, demand for Company’s products is, to a large extent, driven by macro-economic conditions. Beside these, in the Automotive OEM division, demand is also affected by changes in consumption patterns, fuel prices, interest rate levels, and so on. Cumulatively put together, such factors lead to significant volatility in automobile production, which makes exact sales forecasting more difficult. Sales in industrial division is spread across diversified business fields and no significant risks are identified in these markets. A change in forecasted market trends could have an impact on the net assets, financial position, and the earnings of both Automotive and Industrial markets.

Capital Impacted: Financial, Manufactured and Intellectual

Markets are evaluated on an ongoing basis to identify changes in market structure or regulations. The Company uses cost efficiency programmes to reduce the amount of damage flexibly and dynamically from unexpected market slowdowns

aNNexUre-H (Contd.)



Human resources

This year was full of challenges for the HR team, we started the year with an outbreak of COVID 19, the HR focus shifted primarily to three important areas: Employee safety & wellbeing, Effective Communication and Managing teams & work remotely.

We created special COVID task force teams to take care of employees. To boost employee morale and for effective and continued communication we had lot of town halls.

This year we strengthened our focus on organisation processes and systems. We identified unique roles and have created task force to rewrite all role descriptors. To position right person for right job, we conducted virtual assessment center for all Manager and above employees. We redesigned the organisation and strengthened the HR function by crafting a new role of regional hub in all geographies where we have our presence. This make HR accessible to all employees.

risk Head description Mitigants

Competition The Company faces competition in all business fields it operates in. As a result, the Company is exposed to dual risk of either being displaced by existing or new competitors or its products being replaced by product innovations and new technological features. Customer dissatisfaction on price, quality, delivery performance, and design could lead to loss of market share.

Capital Impacted: Financial and Social

The Company ensures close cooperation with its key customers on product development. It has implemented strict product quality controls in order to reduce the likelihood of substitution. The Company is also developing products that will help it to step up the value chain while building a robust product portfolio.

procurement Procurement risks arise mainly due to raw materials price fluctuations, ability of suppliers to deliver quality products in time. Adverse fluctuations in market prices and/or supplier’s financial distress could have an impact on the Company’s financial position and earnings.

Capital Impacted: Financial and Manufactured

The Company’s purchasing function ensures optimal supply of goods and services to the Company, focusing on quality, cost, and delivery performance. Options for multiple product sourcing and localisation are continuously explored. By negotiating prices and utilising economic synergies, the Company is largely able to obtain competitive prices.

production As the Company’s manufacturing facility is capital-intensive, a large proportion of its costs are fixed. As a result, decrease in utilisation of plant capacity leads to under absorption of costs and thereby impacts its earnings adversely. Moreover, influence of force majeure could result in delays or interruptions of production and supply chain, leading to non-fulfillment of market demand.

Capital Impacted: Manufactured, Intellectual and Financial

The Company regularly reviews market conditions and aligns its production plan accordingly. The Company’s good relations with its customers and suppliers further help it to estimate and pile up inventory levels at both side- procurement and manufacturing.

Information technology

The importance of the IT systems utilised across various functions in the Company is growing. The operability of business processes and, therefore, the continuity of operations depend on the availability of IT systems. Three protection targets – confidentiality, integrity and availability – steer the Company’s IT security management and protection of data and IT systems. Unauthorised access to IT systems, modification and misappropriation of sensitive business data could have an impact on the Company’s net assets, financial position and earnings.

Capital Impacted: Manufactured, Intellectual, Social and Financial

The Company has the highest standards for the management of IT security systems and we constantly upgrade the IT security infrastructure. We educate/train our employees about IT security matters of the ranks of precautions the users should take to ensure that the IT infrastructure and their business data are adequately protected against any possible IT risks.

risk rating:

risk Impact LikelihoodEconomic situation Moderate ModeratePandemic High HighIndustry transition High RareCompetition Low RareProcurement Low RareProduction Moderate RareInformation Technology Low Rare

aNNexUre-H (Contd.)


To achieve our group goals, we cascaded Organisation goals to KPIs and cascaded KPIs till last level of the organisation. This will help employee to align with organisation goals. We further strengthened our process by relooking and updating our SOPs to align them to internal and external need

During this year we became more agile by moving employee data to eHRM module of SuccessFactors where we have completed our first performance management cycle. eHRM helps Organisation to make quick and right decision on Successional planning and other initiatives related to employee as employee data is now available on a click of button.

At the end of the last quarter when things started coming back to normal, second wave hit us more hard, this is clear indication that focus on employee safety and well-being will remain in focus for some more time.

environment, health, and safety (eHs)

Our endeavour is to work towards better management of our sustainability drivers, including environment, health and safety of our assets. This includes several community initiatives that help develop our workforce and the communities around us. These communities include areas around the MIL facilities, consumers, investors, and other stakeholders.

Internal Control systems

MIL is a system-driven Company. Our effective internal control system plays a crucial role in our efficient daily operations.

The Company follows a systematic method of financial reporting of various transactions, efficiency of operations, safeguarding of assets and compliance with applicable statute and regulations. Our structured audit system is an on-going process. It forms a basis for reviewing the adequacy of internal control systems. Our internal control is aptly designed, ensuring reliability of financial and other records necessary for the preparation of financial information and other related data.

Our exhaustive budgetary monitoring control system helps in evaluating the performance. This evaluation is done with reference to budgeted performance by the management review committee. The discrepancies, if any, with actual performance and the budgets are methodically analysed regularly. The Management Review Committee, in consultation with the Audit Review Committee, then suggests possible remedial actions.

The internal audit is carried by the internal team and Internal Auditors of the Company. The reports, thereby prepared, are reviewed in the Audit Committee meetings. Corrective measures to strengthen the internal controls are suggested and taken in consideration. This is done on a quarterly basis. The motto here is improvement of internal controls and systems within the Group.

The Board then reviews the Internal Audit Committee’s suggestions. Post reviewing, the Board approves suggestion and the resultant reports are reviewed by the Audit Committee and the Board members together.

aNNexUre-H (Contd.)



aNNexUre-I

CoMpLIaNCe WItH Code oF BUsINess CoNdUCt aNd etHICs

To



This is to certify that, as provided under Regulation 34 (3) Schedule - V (D) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior management for the year ended March 31, 2021.

For Minda Industries Limited

Nirmal K MindaDate: June 13, 2021 Chairman & Managing DirectorPlace: Gurugram DIN: 00014942


aNNexUre-J

CertIFICate oF NoN-dIsQUaLIFICatIoN oF dIreCtors(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To

The Members of



DELHI-110052

1. That Minda Industries Limited (CIN: L74899DL1992PLC050333) is having its registered office at B-64/1, Wazirpur, Industrial Area, Delhi-110052 (hereinafter referred as “the Company”). The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.

2. We have examined the relevant disclosures received from the Directors, registers, records, forms, and returns maintained by the Company and produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. In our opinion and to the best of our information and according to the verifications and examination of the disclosures under section 184/189, 170, 164, 149 of the Companies Act, 2013 (the Act) and DIN status at the portal, www.mca.gov.in, as considered necessary and explanations furnished to us by the Company and its officers, we certify that none of the below named Directors on the Board of the Company as on March 31, 2021 have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority:

sr. No.

Name of director Director Identification Number (DIN) date of appointment in Company

1. Mr. Anand Kumar Minda 00007964 April 14, 2011

2. Mr. Nirmal Kumar Minda 00014942 April 01, 2013

3. Mr. Satish Sekhri 00211478 July 29, 2010

4. Ms. Paridhi Minda 00227250 March 29, 2019

5. Dr. Chandan Chowdhury 00906211 August 07, 2019

6. Mr. Ravi Mehra 01651911 April 01, 2021

7. Mr. Krishan Kumar Jalan 01767702 May 16, 2019

8. Ms. Pravin Tripathi 06913463 February 06, 2019

4. Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

5. This certificate is based on the information and records available up to this date and we have no responsibility to update this certificate for the events and circumstances occurring after the date of the certificate.


Firm Registration No.: P2001DE052900


Place: New Delhi CP No.:13700/ F8488Date: June 13, 2021 UDIN: F008488C000453526



aNNexUre-K

CertIFICate BY CHIeF exeCUtIVe oFFICer aNd CHIeF FINaNCIaL oFFICer

To



This to certify that we, the undersigned, have reviewed the financial statements and the cash flow statement of Minda Industries Limited (“the Company”) for the year ended March 31, 2021 and that to the best of our knowledge and belief:

a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations;

We further state that to the best of our knowledge and belief, no transactions entered into by the Company during FY 2020-21, which are fraudulent, illegal or violate the Company’s Code of Conduct;

We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee of deficiencies, if any, of which we are aware, in the design or operation of the Internal Control Systems and that we have taken the required steps to rectify these deficiencies.

We further certify that: -

a) there have been no significant changes in internal control over financial reporting during this year.

b) significant changes, if any, in the accounting policies during the year and that the same has been disclosed in the notes to the financial statements; and.

c) there have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having a significant role in the Company’s internal control system over financial reporting.

sunil Bohra Nirmal K MindaGroup CFO Chairman and Managing Director

Place : Gurugram DIN: 00014942Date : June 13, 2021


aNNexUre-L

BUsINess respoNsIBILItY stateMeNt

section a: General Information about the Company

1 Corporate Identity Number (CIN) of the Company L74899DL1992PLC050333

2 Name of the Company Minda Industries Limited

3 Registered Address B-64/1, Wazirpur Industrial Area, Delhi-110052

4 Website www.unominda.com

5 E-mail id [email protected]

6 Financial Year Reported 2020-21

7 Sector(s) that the Company is engaged in (Indus-trial Activity code- wise)

Name and Description of main product/ services NIC Code of the Product/Service

(i) Switches, Horns and Electronic Components for Automobiles 2930

(i) Lighting Components for Automobiles 2740

8 List three key products/ services that the Company manufactures / Provides

Switches, Horns and Lighting

9 Total number of locations where business activity is undertaken by the

Company

i. Number of International Locations 11 (Through Subsidiaries)

ii. Number of National Locations 20

10 Markets served by the Company-Local/ State/ National/ International All over India, Asia, Europe, North America and South America, Africa

section B: Financial details of the Company

(` in Crores)

Financial details of the Company FY 2020-21 FY 2019-20

1 equity share paid up Capital 54.39 52.44

2 total turnover

(a) Revenue from Operations (net of excise duty) 3,700.64 3,524.72

(b) Other Income 54.62 64.85

3 Total Profit After Taxes 118.98 89.17

4. Total spending on Corporate Social Responsibility (CSR) as a Profit after Tax (%):

During FY 2020-21, ` 3.26 Crores has been spent during FY 2020-21 which is 2% of average profits of previous three yearsof the Company. In addition, Harita Seating Systems Limited has been merged with Minda Industries Limited effective fromApril 01, 2021. There was unspent amount of ` 40,00,000 of Harita Seating Systems Limited. The said amount has beentransferred to separate Bank account in terms of Section 135 (6) of the Companies Act, 2013 on April 30, 2021.

5. List of activities in which expenditure in 4 above has been incurred:

Education and Vocational Trainings

Healthcare inluding preventive healthcare

Rural development Project



aNNexUre-L (Contd.)

section C: other details

other details details

1 Does the Company have any Subsidiary Company/ Companies Yes

2 Do the Subsidiary Company/ Companies participate in the Business Responsibility initiatives of the Parent Company? if Yes, then indicate the number of such subsidiary Company(s)

No, BR initiatives of the Company are limited to its own operations

3 Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the Business Responsibility initiatives of the Company? If yes, then indict the % of such entity/ entities? (Less than 30%, 30-60%, more than 60%)

No, BR initiatives of the Company are limited to its own operations

section d: Business responsibility Information

1. details of director/directors responsible for Business responsibility

a) details of the director/ directors responsible for implementation of the Business responsibility policy/ policies

DIN 00014942

Name Mr. Nirmal K. Minda

Designation Chairman & Managing Director

b) details of the Business responsibility Head

Name Mr. Sunil Bohra

Designation Group CFO

Telephone Number 0124-2290427/28

Email-ID [email protected]

List of principles

principle 1 principle 2 principle 3

Business should conduct and govern themselves with Ethics, Transparency and Accountability.

Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle.

Businesses should promote the wellbeing of all employees.


Businesses should respect the interests of and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalised.

Businesses should respect and promote human rights

Business should respect, protect, and make efforts to restore the environment.


Businesses when engaged in influencing public and regulatory policy should do so in a responsible manner.

Businesses should support inclusivegrowth and equitable development.

Businesses should engage with and provide value to their customers and consumers in a responsible manner.


aNNexUre-L (Contd.)

c) principle-wise (as per National Voluntary Guidelines) Business responsibility policy/ policies (reply in Y/N)

sl.No.

Question principle (Yes/No)1 2 3 4 5 6 7 8 9

1 Do you have a Policy for Yes

2 Has the Policy been formulated in Consultation with the relevant stakeholdes

Yes

3 Does the policy conform to any national/ international standards? If yes, specify?

Yes

4 Has the Policy been approved by the Board? If yes, has it been signed by MD/ Owner/ CEO / appropriate

Yes

5 Does the Company have a specified committee of the Board / Director/ Official to oversee the implementation of the Policy

Yes

6 Indicate the link for the Policy to be reviewed online?

https://www.unominda.com/investor/corporate-governance

7 Has the Policy been formally communicated to all relevant Internal and external stakeholders?

Yes

8 Does the Company have in-house structure to implement the Policy/ Policies?

Yes

9 Does the Company have a grievance redressal mechanism related to the Policy/ Policies to address stakeholders’ grievances related to the policy/ policies

Yes

10 Has the Company carried out independent audit/ evaluation of the working of this policy by internal or external agencies?

No

d) If answer to s.No.1 against any principle is “No”, please explain why: Not applicable

2. Governance related to Business responsibility

1. Indicate the frequency with which the Board of directors, Committee of the Board or Ceo assess the Business responsibility performance of the Company. Within 3 months, 3-6 months, annually, more than 1 year.

Annually and from time to time.

2. does the Company publish a Business responsibility or a sustainability report? What is the hyperlink for viewing this report? How frequently it is published?

Company has published business responsibility report as part of Annual Report and is available on Company’s website: https://www.unominda.com/investor/annual-reports

section e: Governance related to Business responsibility

prINCIpLe 1: BUsINess sHoULd CoNdUCt aNd GoVerN tHeMseLVes WItH etHICs, traNspareNCY aNd aCCoUNtaBILItY

1 does the policy relating to ethics, bribery and corruption cover only the Company?

No.

does it extend to the Group/ Joint Ventures/ suppliers/ Contractors/ NGos/ others?

The Company has articulated a comprehensive Code of Conduct and a Whistle Blower Policy which are applicable to its subsidiaries.

2 How many stakeholders’ complaints have been received in the past financial years and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

8 Whistle-blower complaints have been received in the last Financial Year. The said complaints were addressed satisfactorily as per the accepted timelines and resolved

prINCIpLe 2: BUsINess sHoULd proVIde Goods aNd serVICes tHat are saFe aNd CoNtrIBUte to sUstaINaBILItY tHroUGHoUt tHeIr LIFe CYCLe.

1. List upto 3 of your products or services whose design has incorporated social or environmental concerns, risks and/ or opportunities.

The Company Manufactures Auto electrical parts including switches, horns and lighting. These products have insignificant social or environmental concern or risk.



aNNexUre-L (Contd.)

2. For each such product, provide the following details in respect of resource use {(energy, water, raw material etc.) per unit of product optional)}:

The products mentioned above requires minimum energy. The Company always take efforts for optimum utilisation of natural resources.

3. does the Company have procedures in place for sustainable sourcing (including transportation)?

Yes

If yes, what percentage of your inputs was sourced sustainably? also, provide details thereof, in about 50 words or so.

Our sourcing strategy takes into consideration the environmental, social and ethical factors besides economic factors. The Company has an environment policy and safety policy. We encourage our vendors to ensure compliance with these policies. It covers various issues like health of workers and safety measures.

4. Has the Company taken any steps to procure goods and services from local and small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The Company undertakes initiatives to build capacities of the suppliers and also procures from MSEs. The Company keeps on strengthening quality across the value chain. The Company keeps on developing local vendors; visit their facilities, analyze quality related aspects, and create action plans jointly with the suppliers, customers and monitored performance. The Company imparts training and supports the suppliers with knowledge in specific areas that have a major impact on quality.

5. does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). also, provide details thereof in about 50 words or so.

The nature of the Company’s business is such that there are no significant emissions or process wastes. The Company recycle materials wherever it is usable within the Company, which cannot be reused is disposed off in a manner in compliance with applicable statutory provisions.

prINCIpLe 3: BUsINess sHoULd proMote tHe WeLLBeING oF aLL eMpLoYees

1 please indicate the total number of employees

The number of permanent employees was 3860 as on March 31, 2021 in the Company.

2. please indicate the total number of employees hired on temporary/ contractual / casual basis.

The total contractual/ temporarily manpower employed was 4200 as on March 31, 2021 in the Company.

3. please indicate the number of permanent women employees

There were 850 permanent female employees as on March 31, 2021 in the Company.

4. please indicate the number of permanent employees with disabilities:

There were 4 permanent employees with disabilities as on March 31, 2021 in the Company.

5. do you have an employee association that is recognised by management?

Yes, we have Employee Union in our Plants at MIL (Switch) Hosur and Pune which is recognised by management.

6. What percentage of your permanent employees is members of this recognised employee association?

It is around 4% as at March 31, 2021.

7. please indicate the number of complaints relating to child labour, forced labour, in voluntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year:

sl.No.

Category No. of complaints received during

the financial year

No. of complaints pending as on

March 31, 2021

a Child labour/ forced labour/ involuntary labour

Nil Nil

b Sexualharassment

01 Nil

c Discriminatory employment

Nil Nil

8. What percentage of your under mentioned employees were given safety and skill upgradation training in the last

s. No.

particulars Comments

a Permanent Employees Yes, all categories of employees are given training on safety & skill up-gradation on periodic basis.

b Permanent Women Employees

c Casual/Temporary/ Contractual Employees

d Employees with Disabilities


aNNexUre-L (Contd.)

prINCIpLe 4: BUsINess sHoULd respeCt tHe INterests oF aNd Be respoNsIVe toWards aLL staKeHoLders, espeCIaLLY tHose WHo are dIsadVaNtaGed, VULNeraBLe aNd MarGINaLIsed.

1. Has the Company mapped its internal and external stakeholders? Yes/ No

Yes

2. Out of the above, has the Company identified the disadvantaged, vulnerable and marginalised stakeholders?

Yes

3. are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable and marginalised stakeholders? If so, provide details thereof, in about 50 words or so.

There are different initiatives taken to engage and empower underprivileged people through Education, Vocational Trainings and Healthcare programs, as detailed at principle No. 8

prINCIpLe 5: BUsINess sHoULd respeCt aNd proMote HUMaN rIGHts

1. does the policy of the Company on human rights cover only the Company or extend to the group/ joint venture/ suppliers/ contractors / NGos/ others

All policies related to Human Resource Management including welfare, environment, health and safety are applicable to all stakeholders extending to all Joint Venture Plants of the group. The stakeholders includes suppliers, contractors, consultants and outsourced employees besides employees and directors of the Company. The awareness is augmented through measures where:

a. The Company is an equal opportunity employer where gender equality is strongly advocated in employment.

b. The group identifies with the statutes of citizen rights spelt in the Constitution of India. The primacy to all fundamental rights is respected.

c. The Company has formulated a comprehensive policy on Prevention of Sexual Harassment at workplace. All complaints under this policy are promptly addressed and concluded. The Company has formulated a code of conduct which applies universally to all stakeholders thereby addressing any infringement of rights.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

8 Whistle-blower complaints have been received in the

last Financial Year. The said complaints were addressed satisfactorily as per the accepted timelines and resolved

prINCIpLe 6: BUsINess sHoULd respeCt, proteCt aNd MaKe eFForts to restore tHe eNVIroNMeNt

1. does the policy related to principle 6 covers only the Company or extends to the group/ joint ventures/ suppliers/ contractors / NGos/ others?

Environmental Policy is applicable to all the business units and also encourage our business partners including suppliers, vendors and contractors to follow this policy.

2. does the Company have strategies / initiatives to address global environmental issues such as climate change, global warming etc. Y/N. If yes, please give hyperlink for webpage etc.

Yes, the Company has an Environmental Policy. The Company works continuously to reduce the waste.

3. does the Company identify and assess potential environmental risks?

Yes, the Company regularly reviews its environmental risks and undertakes initiatives to mitigate them.

4. does the Company have any project related to Clean development Mechanism? If so, provide details thereof, in about 50 words or so. also, if yes, whether any environmental compliance report is filed?

Most of the locations in India are certified for requirements under ISO 14001 (Environmental Management System) and OHSAS 18001 (Occupational Health and Safety System), Audits by independent auditors are carried out to check the level of compliance. Deviation management system ensures that the corrective actions are closed looped and issues are addressed within a reasonable time frame. Environment, Health and Safety (EHS) performance assessment is carried out annually to review the situation and identify the areas for improvement.

5. Has the Company undertaken any other initiatives on clean technology, energy efficiency, renewal energy etc. if yes, please give hyperlink for webpage etc.

Covered under Board’s Report which forms a part of the Annual Report.

6. are the emissions/ Waste generated by the Company within the permissible limits given by CpCB/spCB for the financial year being reported?

All emissions and waste generated by the Company are within the permissible limits given by CPCB/SPCB.



aNNexUre-L (Contd.)

7. Number of show cause/ legal notices received from CpCB/ spCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

None.

prINCIpLe 7: BUsINess WHeN eNGaGed IN INFLUeNCING pUBLIC aNd reGULatorY poLICY, sHoULd do so IN a respoNsIBLe MaNNer.

1. Is your Company a member of any trade and chamber or association? If yes, name only those major ones that your business deals with:

Minda Industries Limited regularly engages with industry bodies, expert agencies and contributes to the policy making process. An indicative list of the Company’s major membership is:

• Automotive Component Manufacturers Association of India (ACMA)

• Confederation of Indian Industry (CII)

2. Have you advocated /lobbied through above associations for the advancement or improvement of public good? Yes/ No, if yes specify the broad areas.

No

prINCIpLe 8: BUsINess sHoULd sUpport INCLUsIVe GroWtH aNd eQUItaBLe deVeLopMeNt

1. Does the Company have specified programmes/ initiatives/ projects in pursuit of the policy related to principle 8? If yes details thereof.

Group is committed to supporting various social causes. Today, the Group is involved in spreading happiness through vocational training, skill development, education, promoting sports, medical facilities home to the needy. All our programs are designed and tailored as per the need of the community.

Core Programs -

1. Vocational Training Program - In line with the ‘Skill India Scheme’ by the Ministry of Skill Development and Entrepreneurship, our vocational training programme at Samarth-Jyoti, aims to build the capacity of rural people by developing their skill in various fields. The initiative also fulfills ‘Goal for Reduced Inequalities’ and ‘Goal for Gender Equality’ of Sustainable Development Goals as identified by the UN.

2. Pre-Primary and Primary Education - Our endeavor of providing education to the underprivileged children supplements Sarva Shiksha Abhiyan, a

flagship scheme of the Ministry of Human Resource Development. The initiative also fulfils goal of quality education of Sustainable Development Goals as identified by UN. We have established schools and learning spaces for children in the rural areas, thus creating a life of dignity and opportunities for them.

3. Remedial Program - Remedial classes is a need based program, designed to ensure better education, develop creative thinking abilities and self-learning in children. Lack of access to quality resources in education has made it unavailable to the deprived children. We conduct remedial classes for children with a focus on their overall development.

4. Environmental Sustainability - Our strategy for environmental sustainability focuses on embedding the elements of our sustainability program into our corporate culture. We have taken the necessary steps by investing in waste and effluent treatment plants to reduce toxic discharges and emissions, minimise waste and prevent pollution. In addition, we are also committed to focus on the areas where we can make a positive impact in our industry and drive the most significant improvements.

We celebrated the World Environment Day by initiating tree plantation drive at Samarth-Jyoti. This supplements the National Mission for Green India by the Ministry of Environment, Forest and Climate Change. As a part of our idea of creating a greener country, we planted trees. The Company celebrates World Environment Day by involving its employees, top Management and dignitaries in initiatives like tree plantation campaigns, reducing pollution and conservation of energy.

2. are the programmes / projects undertaken through in house team/ own foundation/ external NGo/ government structures/ any other organisation

All the programs have been undertaken through its own trust Suman Nirmal Minda Charitable Trust under the aegis of the Company.

3. Have you done any impact assessment for your initiative?

Every year at the end of the vocational training program, each center records the success stories of pass out students which shows that each students is doing well in their fields as some of them become self–employed and some of them are working as an employee.


aNNexUre-L (Contd.)

4. What is your Company’s direct contribution to community development projects- amount in INr and the details of the projects undertaken?

The Company spends amount on CSR activities through Trusts, amount of contribution during the year is given below:

sl. No.

Name of trust Contribution(in ` Crores)

1 SamarthJyoti-A CSR initiative running under Suman Nirmal Minda Charitable Trust (SNMCT)

2.77

2 The Suman Nirmal Minda School under SNMCT

0.49

total 3.26

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? please explain in 50 words or so.

CSR Team involves local body and representatives of village at the core of programs of trust. They come and attend the entire program that are being organised on various occasion in the village. This clearly shows the gesture of acceptance.

prINCIpLe 9: BUsINess sHoULd eNGaGe WItH aNd proVIde VaLUe to tHeIr CUstoMers aNd CoNsUMers IN a respoNsIBLe MaNNer (rG)

1. What percentages of customer complaints/ consumer cases are pending as on the end of the financial year?

The Company has a robust system for addressing customer complaints, which are resolved promptly.

2. does the Company display product information on the product label, over and above what is mandated as per local laws. Yes/ No/ Na / remarks (additional information)?

No.

3. did your Company carry out any consumer survey/ consumer satisfaction trends?

Yes, regular feedback is received from the customers and corrective actions are taken. The Company’s endeavour is to achieve the highest level of satisfaction and perform their operation accordingly. The Company has received various awards from the customers, which are mentioned in the annual report.

4. Is there any case filed by any stakeholder against the Company regarding unfair true practices, irresponsible advertising and / or anti-competitive behaviour during the last five years and pending as on end of financial. If so, provide details thereof, in about 50 words or so.

No


ANNUAL REPORT 2020-21 Minda Industries Limited 115

INDEPENDENT AUDITOR’S REPORT

To the Members of Minda Industries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Minda Industries Limited (“the Company”), which comprise the standalone balance sheet as at March 31, 2021, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors as referred to in other matters para below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial

Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the

standalone financial statements under the provisions of the

Act and the Rules thereunder, and we have fulfilled our other

ethical responsibilities in accordance with these requirements

and the Code of Ethics. We believe that the audit evidence

we have obtained and that obtained by the other auditors, in

terms of their reports referred to in other matters para below

is sufficient and appropriate to provide a basis for our opinion

on the Standalone financial statements.

Emphasis of matter

We draw attention to note 58 to the standalone financial

statements for the year ended March 31, 2021 which

describes the overall accounting for and in particular basis

for restatement of the previous year by the Company's

management consequent to the Scheme of Amalgamation

('Scheme') for amalgamation of the Company and Harita

Limited, Harita Venu Private Limited, Harita Cheema Private

Limited, Harita Financial Services Limited and Harita Seating

Systems Limited ("collectively referred to as transferor

Companies"). The Scheme has been approved by the concerned

National Company Law Tribunal ('NCLT') vide its order dated

February 1, 2021 & February 23, 2021 with appointed date

of April 1, 2019

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional

judgment, were of most significance in our audit of the

standalone financial statements of the current period. These

matters were addressed in the context of our audit of the

standalone financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate

opinion on these matters.


ANNUAL REPORT 2020-21 Minda Industries Limited116

Description of Key Audit Matters

Key Audit Matters How the matter was addressed in our audit

1. Revenue Recognition See note 2(b)(k) and 28 to the standalone financial statements

Revenue from sale of products is recognised when control of the products being sold is transferred to the customer and when there are no longer any unfulfilled obligations.

The performance obligations in the contracts are fulfilled at the time of dispatch, delivery or upon formal customer acceptance depending on customer terms and conditions. Revenue is measured at fair value of the consideration received or receivable, after deduction of any discounts/ rebates and any taxes or duties collected on behalf of the Government such as goods and services tax, etc. Customer acceptance is used to estimate the provision for price increase/decrease. Revenue is only recognised to the extent, that is highly probable, a significant reversal will not occur.

Standards on Auditing presume that there is fraud risk with regard to revenue recognition. The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before control is transferred.

Our audit procedures included:

- Assessing the appropriateness of the revenue recognition accounting policies by comparing with applicable accounting standards.

- Evaluating the integrity of the information and technology general control environment and testing the operating effectiveness of key IT application controls.

- Evaluating the design and implementation of Company’s key financial controls in respect of revenue recognition and tested the operating effectiveness of such controls for a sample of transactions (using random sampling).

- Testing the effectiveness of such controls over revenue cut off at period-end.

- Testing by selecting samples (using statistical sampling) of revenue transactions recorded during the year. For such samples, verified the underlying documents including customer contracts/ purchase order to identify terms and conditions relating to goods acceptance.

- Testing on a sample basis (selected based on specified risk-based criteria), the supporting documents for sales transactions recorded during the period closer to the year end and subsequent to the year end to determine whether revenue was recognised in the correct period.

- Performing analytical procedures on current year revenue based on trends and where appropriate, conducted further enquiries and testing.


2. Evaluation of impairment indicators in investments in subsidiaries, associates and joint ventures

See note 2(b)(b) and 4 to the standalone financial statements

The Company carries its investments in subsidiaries, associates and joint ventures at cost (net of provision) at an aggregate amount of Rs 1,131.16 Crores as at March 31, 2021.The Company has identified the investments where indicators of impairment exists and performed an impairment assessment on those investments as at March 31, 2021. The Company adjusts the carrying value of the investment for the consequential impairment loss, if any, based upon valuation carried out internally or by independent experts.

The recoverable amount is considered to be the higher of the Company’s assessment of the value in use and fair value less cost of disposal. These models use several key assumptions, including future sales estimates, margins, growth rate, discount rate, etc. We have identified the assessment of impairment in respect of investment in subsidiaries, associates and joint ventures as a key audit matter since it involves significant judgement in making the above estimates and is dependent on external factors such as future market conditions and the economic environment.

In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:

- Assessed the appropriateness of accounting policy for impairment of investment in subsidiaries, associates and joint ventures as per relevant accounting standard.

- Evaluated the Company’s assessment for identification of indicators of impairment.

- Evaluated the design implementation of key internal financial controls with respect to impairment including determination of recoverable value and tested the operating effectiveness of such controls.

- Evaluated the impairment model used by the Company. This included assessing the appropriateness of key assumptions used, with particular attention to future sales estimates, margins, growth rate, discount rate and other assumptions based on historical data, our knowledge of the Company and the industry with assistance of our valuation specialist wherever considered necessary.

- Considered historical forecasting accuracy, by comparing previously forecasted cash flows to actual numbers achieved.

- Performed sensitivity analysis of the key assumptions used to determine, which changes to assumptions would change the outcome of impairment assessment.

- Assessed the adequacy of the disclosures relating to impairment of investment.

INDEPENDENT AUDITOR’S REPORT (Contd.)



Other Information

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the standalone financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's and Board of Directors’ Responsibility for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial statements made by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s




report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

a) The standalone financial statements include the Company's share of net profit of Rs. 8.50 Crores for the year ended March 31, 2021 in respect of three partnership firms, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the management and our opinion on the standalone financial statements, in so far as it relates to the amounts, included in respect of these partnership firms, is based solely on the reports of the other auditors.

b) We did not audit the financial statements of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited whose financial statements reflects total assets (before eliminations) of Rs 306.74 Crores as at March 31, 2020 and total revenues (before eliminations) of Rs 353.74 Crores and net cash outflows (before eliminations) amounting to Rs 17.17 Crores for the previous year ended March 31, 2020 included in these standalone financial statements

consequent to its amalgamation with the Company with the appointed date of April 1, 2019 (refer note 58 to the standalone financial statements):

These financial statements were audited by other auditors, as adjusted for the accounting effects of the Scheme recorded by the Company (in particular, the accounting effects of lnd AS 103 'Business Combinations') and other consequential adjustments, which have been audited by us.

Our opinion is not modified in respect the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of




the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2021 on its financial position in its standalone financial statements - Refer note 39 to the standalone financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from November 8, 2016 to December 30, 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended March 31, 2021.

Annexure A referred to in our Independent Auditor’s Report to the Members of Minda Industries Limited on the standalone financial statements for the year ended March 31, 2021

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)(i) (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of fixed assets (property, plant and equipment).

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were physically verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets.

(c) According to the information and explanations given to us and based on the examination of the records, the Company holds title deeds of the immovable properties as on balance sheet date

except for the following:

1. In respect of freehold lands, the title deeds are held in the name of the erstwhile subsidiaries which got merged with the Company (refer note 55 to standalone financial statements):-

Particulars Gross block as at March

31, 2021 (Rs in Crores)

Net block as at March 31,

2021 (Rs in Crores)

Freehold land 43.09 43.09

2. In respect of freehold/ leasehold lands, the title deeds are still held in the name of transferor Company Harita Seating Systems Limited which got merged with the Company (refer note 58 to standalone financial statements):-

Particulars Gross block as at March


Net block as at March


Freehold land 23.89 23.89Leasehold land* 41.52 38.98

* Disclosed as right of use assets in the standalone financial statements

ANNEXURE A

(C) With respect to the matter to be included in the

Auditors’ Report under section 197(16):

In our opinion and according to the information

and explanations given to us, the remuneration

paid by the company to its directors during the

current year is in accordance with the provisions of

Section 197 of the Act. The remuneration paid to

any director is not in excess of the limit laid down

under Section 197 of the Act. The Ministry of

Corporate Affairs has not prescribed other details

under Section 197(16) which are required to be

commented upon by us.

For B S R & Co. LLP


Firm’s Registration No: 101248W/W-100022

Rajiv Goyal

Partner

Place: Gurugram Membership Number: 094549

Date: June 13, 2021 ICAI UDIN: 21094549AAAADD3547




(b) According to the information and explanations given to us, other than the amounts reported below, there are no amounts in respect of Income-tax, Sales-tax, Goods and Services Tax and Service tax, Duty of custom, Value added tax and duty of excise that have not been deposited by the Company with the appropriate authorities on account of any dispute as at March 31, 2021:

Name of the Statute Nature of the Dues

Forum where dispute is pending

Period to which amount relates

Amount (Rs in Crores)#

Central Excise Act, 1944 Excise Duty Deputy Commissioner 2007-08 to 2012-13 0.11Cenvat Credit Rules, 2004 Service tax Commissioner (Appeals) 2008-09 0.18Central Excise Act,1944 Excise Duty Deputy Commissioner

of Central Tax2009-10 to 2011-12 0.03

Central Excise Act,1944 Excise Duty Deputy Commissioner of Central Tax

2007-08 to 2012-13 0.08

Cenvat Credit Rules, 2004 Service tax CESTAT 2009-10 to 2011-12 0.02Value added tax Value added tax Commissioner 2010-11 to 15-16 0.66Income-tax Act, 1961 Income tax Assessing officer 2002-03 0.09Income-tax Act, 1961 Income tax Income tax Appellate

TribunalAY 2009-10 1.93

ANNEXURE A (Contd.)

(ii) The inventories, except goods-in-transit and stock lying with third parties, have been physically verified by the management during the year at reasonable intervals and no material discrepancies were noticed on such physical verification. Goods-in-transit have been received/ delivered substantially subsequent to year ended March 31, 2021. For stock lying with third parties, written confirmations have been obtained from third parties on sample basis. In our opinion, the frequency of such verification is reasonable. The Company has maintained proper records of inventory.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, para 3(iii) of the Order is not applicable.

(iv) The Company has not given any loans or provided security as specified under section 185 and 186 of the Act. In respect of investments made and guarantees provided, the Company has complied with the provisions of section 185 and 186 of the Act.

(v) According to the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company

(vi) We have broadly reviewed the books of account maintained by the Company as specified under section 148(1) of the Act, for maintenance of cost records in respect of products manufactured by the Company, and are of the opinion that prima facie, the prescribed

accounts and records have been made and maintained. However, we have not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Goods and Services Tax, Service tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other material statutory dues, to the extent applicable, have generally been regular in depositing undisputed dues with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Value added tax, Goods and Services Tax, Service tax, Duty of Customs, Duty of Excise, Cess and other material statutory dues, to the extent applicable, were in arrears as at March 31, 2021 for a period of more than six months from the date they became payable except for change of land use (CLU) charges amounting to Rs.0.78 Crores to Town and Country Planning, Chandigarh.

Also refer to note 39 (d), wherein it is explained that on account of the uncertainty with respect to the applicability of the Hon’ble Supreme Court judgement on Provident Fund matter, management has not recognized and deposited provident fund amount, if any, with respect to the period upto 28 February 2019.



Income-tax Act, 1961 Income tax CIT (A) AY 2013-14 0.03Income-tax Act, 1961 Income tax CIT (A) AY 2014-15 1.08Income-tax Act, 1961 Transfer pricing Income tax Appellate

TribunalAY 2015-16* 5.65

Income-tax Act, 1961 Income tax Income tax Appellate Tribunal

AY 2016-17 0.27

Income-tax Act, 1961 Income tax CIT (A) AY 2016-17 0.13Income-tax Act, 1961 Income tax Assessing officer AY 2017-18 20.92

* Amount deposited under protest is Rs. 1.13 Crores.

# including interest/penalties, where quantified and demanded by the authorities.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any banks. The Company did not have any outstanding debentures or dues on account of loans or borrowings to any financial institutions or government during the year. The RBI has issued guidelines relating to 'COVID-19 Regulatory Package' dated March 27, 2020 and in accordance therewith, the Company has opted for moratorium on the payment of principal instalment of term loans falling due during the year.

(ix) In our opinion, and according to the information and explanations given to us, the moneys raised by way of rights issue of equity shares and term loans have been applied for the purposes for which they were obtained.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the managerial remuneration has been paid or provided by the Company in accordance with provisions of Section 197 read with Schedule V of the Act.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, all transactions with the related parties

are in compliance with section 177 and 188 of the Act, where applicable, and the details have been disclosed in the standalone financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the current year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company (Also refer note 58).

For B S R & Co. LLP

Chartered Accountants Firm’s Registration No: 101248W/W-100022

Rajiv Goyal PartnerPlace: Gurugram Membership Number: 094549Date: June 13, 2021 ICAI UDIN: 21094549AAAADD3547

ANNEXURE A (Contd.)



Annexure B to the Independent Auditors’ report on the standalone financial statements of Minda Industries Limited for the year ended March 31, 2021

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financial statements of Minda Industries Limited (“the Company”) as of March 31, 2021 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at March 31, 2021, based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to Standalone Financial Statements

A company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to standalone financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any

ANNEXURE B



evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP


Rajiv Goyal PartnerPlace: Gurugram Membership Number: 094549Date: June 13, 2021 ICAI UDIN: 21094549AAAADD3547

ANNEXURE B (Contd.)



STANDALONE BALANCE SHEETAS AT MARCH 31, 2021

(All amounts in Indian ` Crore, unless otherwise stated)Particulars Notes As at

March 31, 2021As at

March 31, 2020ASSETSNon-current assetsProperty, plant and equipment 3A 1,031.78 823.84 Capital work-in-progress 3B 59.77 199.64 Right-of-use assets 3C 91.48 94.58 Intangible assets 3D 110.13 117.27 Intangible assets under development 3E 20.83 19.92 Goodwill on Acquisition 3F 31.39 31.39 Financial assets(i) Investments 4 1,131.93 1,019.86 (ii) Loans 5 19.92 17.05 (iii) Other financial assets 6 2.12 2.30 Income tax assets (net) 7 20.64 34.75 Other non-current assets 8 18.78 37.49 Total non-current assets 2,538.77 2,398.09 Current assetsInventories 9 369.87 284.80 Financial assets(i) Investments 10 - 23.44 (ii) Trade receivables 11 683.67 539.45 (iii) Cash and cash equivalents 12 74.31 125.27 (iv) Bank balances other than those included in cash and cash equivalents 13 5.16 13.47 (v) Loans 14 0.17 1.70 (vi) Other financial assets 15 11.62 16.93 Other current assets 16 118.91 103.11 Total current assets 1,263.71 1,108.17 Assets held for sale 27 - 7.80 Total Assets 3,802.48 3,514.06 EQUITY AND LIABILITIESEquityEquity share capital 17(a) 54.39 52.44 Other equity 17 (b) 1,593.45 1,296.97 Total Equity 1,647.84 1,349.41 LiabilitiesNon-current liabilitiesFinancial liabilities(i) Borrowings 18 292.46 490.06 (ii) Lease liabilities 47 16.94 22.36 (iii) Other financial liabilities 19 29.09 20.86 Provisions 20 67.45 62.40 Deferred tax liabilities (net) 21 17.87 9.94 Total non-current liabilities 423.81 605.62 Current liabilitiesFinancial liabilities(i) Borrowings 22 221.86 128.42 (ii) Lease liabilities 47 6.62 7.15 (iii) Trade payables 23 (a) total outstanding dues of micro enterprises and small enterprises 142.38 80.20 (b) total outstanding dues of creditors other than micro and small

enterprises 637.90 630.96

(iv) Other financial liabilities 24 638.44 613.13 Other current liabilities 25 63.06 77.72 Provisions 26 20.57 17.11 Total current liabilities 1,730.83 1,554.69 Liabilities related to assets held for sale 27 - 4.34 Total Equity and Liabilities 3,802.48 3,514.06 Significant accounting policies 2(b)

The notes referred to above form an integral part of the standalone financial statements

As per our report of even date attached For and on behalf of the Board of Directors of Minda Industries Limited

For B S R & Co. LLP Nirmal K Minda Anand Kumar MindaChartered Accountants Chairman and Managing Director DirectorICAI Firm Registration No: 101248W/W-100022 DIN No. 00014942 DIN No. 00007964

Rajiv Goyal Sunil Bohra Tarun Kumar Srivastava Partner Group CFO Company Secretary Membership No. 094549 Membership No. - A11994

Place : Gurugram Place : GurugramDate : June 13, 2021 Date : June 13, 2021



STANDALONE STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED MARCH 31, 2021

(All amounts in Indian ` Crore, unless otherwise stated)

Particulars Notes For the year ended March 31, 2021

For the year ended March 31, 2020

Income

Revenue from operations 28 3,700.64 3,524.72

Other income 29 54.62 64.85

Total income 3,755.26 3,589.57

Expenses

Cost of materials consumed 30 1,994.40 1,837.99

Purchases of stock in trade 31 465.47 472.79

Changes in inventories of finished goods, stock in trade and work-in-progress 32 (38.51) (20.63)

Employee benefits expense 33 484.05 475.18

Finance costs 34 38.53 49.02

Depreciation and amortisation expense 35 177.85 156.10

Other expenses 36 456.03 464.06

Total expenses 3,577.82 3,434.51

Profit before exceptional items and tax 177.44 155.06

Exceptional items 37 (10.00) (42.75)

Profit before tax 167.44 112.31

Tax expense

Current tax 31.73 25.23

Deferred tax 21 16.73 (2.09)

Tax expense 48.47 23.14

Profit after tax 118.98 89.17

Other comprehensive income/(loss)

(a) Items that will not be reclassified subsequently to profit or loss

(i) Remeasurements of defined benefit (liability)/ asset 3.95 (5.69)

(ii) Income tax relating to items that will not be reclassified to profit or loss

(1.29) 2.31

2.66 (3.39)

(b) Items that will be reclassified subsequently to profit or loss

(i) Foreign currency translation reserve - (0.41)

(ii) Income-tax relating to items that will be reclassified to profit & loss

- -

Other comprehensive income/(loss), net of tax (a+b) 2.66 (3.80)

Total comprehensive income 121.64 85.37

Earnings per equity share [nominal value of share ` 2 (Previous year ` 2)] 38

Basic (`) 4.45 3.40

Diluted (`) 4.27 3.25

Significant accounting policies 2(b)









Particulars For the year ended March 31, 2021


A. Cash flows from operating activities :Profit before tax 167.44 112.31 Adjustments for:Depreciation and amortisation expense 177.85 156.10 Finance costs 38.53 49.02 Interest income on Bank deposits (1.99) (3.02)Liabilities / provisions no longer required written back (1.26) (0.33)Dividend income from non-current investments (19.98) (32.88)Share of profit from partnership firms (8.50) (7.40)Expenses incurred for share allotment under equity settled share based payments

1.05 1.20

Unrealised (gain)/ loss on foreign currency fluctuations (net) 2.21 (7.82)Write off/ provision for doubtful trade and other receivables, loans and advances (net)

4.47 0.15

Mark to market gain on forward contract (0.56) (7.08)Gain on sale/ FV of investment (4.30) 3.55 Impairment of investment - 8.29 Provision for warranty 4.24 6.61 Net profit on sale of property, plant and equipment (4.47) (8.67)

187.30 157.71Operating profit before working capital changes 354.74 270.03 Adjustments for working capital changes:Decrease/ (increase) in inventories (85.07) (10.44)Decrease/ (increase) in trade receivable (149.02) 116.71 Decrease/ (increase) in Loan non current (2.87) (2.88)Decrease/ (increase) in Loan current 1.53 (0.52)Decrease/ (increase) in other current financial assets 5.74 5.48 Decrease/ (increase) in other non-current financial assets (0.01) 1.79 Decrease/ (increase) in other non-current assets 0.10 (0.07)Decrease/ (increase) in other current assets (15.80) (41.75)Increase/ (decrease) in trade payables 69.35 107.72 Increase/ (decrease) in other Current financial liabilities 3.54 (13.39)Increase/(decrease) in other current liabilities (14.67) 22.16 Increase/(decrease) in short-term provisions 5.05 7.53 Increase/(decrease) in other non current financial liabilities 8.23 2.35 Increase in long-term provisions 3.18 (0.24)

(170.71) 194.45 Cash generated from operations 184.03 464.47 Income tax paid (27.71) (33.37)Net Cash flows from operating activities (A) 156.33 431.10

B. Cash flows from investing activitiesPayment for acquisition of subsidiaries and jointly controlled entities (112.97) (8.00)Sale/ Purchase of Current Investment 27.74 (17.50)Purchase of Property, Plant and Equipment (222.84) (421.70)Proceeds from sale of property, plant and equipments 10.36 14.22 Interest received on Bank deposits 2.12 3.26 Share of profit from partnership firm 8.50 7.40 Dividend Income on Non Current investment 19.98 32.88 Decrease in deposits (with original maturity more than three months) 8.50 (0.26)Net cash used in investing activities (B) (258.61) (389.70)

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021





C. Cash flows from financing activitiesProceeds from issue of equity share capital 1.95 - Securities premium on exercise of Rights Issue (net of issue expense) 235.31 - Purchase of Non controlling interest (52.00) - Proceeds from/ (repayment of) short term borrowings 93.44 (96.04)Proceeds from/ (repayment of) Long term borrowings (177.64) 205.75 Interest paid on borrowings (40.21) (46.56)Dividend paid (including corporate dividend tax) (9.52) (30.56)Net cash used in financing activities (C) 51.33 32.60 Net increase/ (decrease) in cash and cash equivalents(A+B+C) (50.95) 74.00 Cash and cash equivalents as at beginning 125.27 51.27 Cash and cash equivalents as at closing 74.31 125.26 Cash on hand 0.30 0.61 Balances with banks: - on current accounts 61.66 109.55 - on deposit accounts 12.35 15.10 Cash and cash equivalents at the end of the year (refer note 12) 74.31 125.27


1 The Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, as specified under the

section 133 of the Companies Act, 2013.

2 Purchase of Property, Plant and Equipment includes movement of Capital work-in-progress (including capital advances)

during the year.

3 Changes in liabilities arising from financing activities.




Opening balance of secured loansIndian currency term loan (including current maturities) 260.82 260.86

Foreign currency term loan (including current maturities) 341.91 141.44

Short term borrowings 128.42 224.48

Cash flowsRepayment of long term secured loan (including foreign fluctuation) (188.78) (93.24)

Proceeds from long term secured loan (including foreign fluctuation) 12.00 293.67

(Decrease)/ increase in short term borrowings (net) 93.44 (96.04)

Net cash flow changes (83.34) 104.39 Closing balance of secured loansIndian currency term loan (including current maturities) 141.67 260.82







STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021



(a)

Equi

ty s

hare

cap

ital

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Amou

nt

Bala

nce

as a

t Apr

il 01

, 201

9 5

2.44

C

hang

es in

equ

ity s

hare

cap

ital d

urin

g 20

19-2

0 -

Bala

nce

as a

t Mar

ch 3

1, 2

020

52.

44

Cha

nges

in e

quity

sha

re c

apita

l dur

ing

2020

-21*

1.9

5

Bala

nce

as a

t Mar

ch 3

1, 2

021

54.

39

*

Repr

esen

ts is

sue

of e

quity

sha

res

unde

r rig

hts

issu

e ( R

efer

Not

e 17

)

(b)

Oth

er e

quity

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Oth

er c

ompr

ehen

sive

in

com

e/(lo

ss)

Equi

ty

com

pone

nt

of o

ther

fin

anci

al

inst

ru

men

ts

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

am

alg

amat

ion

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

ance

Reta

ined

ea

rnin

gsTo

tal

othe

r eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Bala

nce

as a

t Apr

il 01

, 202

0 (3

.66)

(0.4

1) 6

.55

357

.20

18.

39

2.2

8 2

6.56

6

4.03

1

.20

52.

00

772

.83

1,29

6.97

Pr

ofit f

or th

e ye

ar -

- -

- -

- -

- -

- 1

18.9

8 1

18.9

8

Oth

er c

ompr

ehen

sive

inco

me/

(loss

) (ne

t of t

ax)

2.6

6 -

- -

- -

- -

- -

- 2

.66

Secu

rity

prem

ium

on

shar

es is

sued

und

er R

ight

s iss

ue -

- -

240

.85

- -

- -

- -

- 2

40.8

5

Amou

nt u

tilise

d to

war

ds e

xpen

ses t

owar

ds R

ight

s iss

ue -

- -

(2.4

1) -

- -

- -

- -

(2.4

1)

Purc

hase

of n

on c

ontr

ollin

g in

tere

st (r

efer

not

e 58

) -

- -

(3.1

3)

- -

- -

- (5

2.00

)-

(55.

13)

Empl

oyee

sto

ck c

ompe

nsat

ion

expe

nse

- -

- -

- -

- -

1.0

5 -

- 1

.05

Inte

rim d

ivid

end

for t

he y

ear e

nded

Mar

ch 3

1, 2

021

- -

- -

- -

- -

- -

(9.5

2) (9

.52)

Bala

nce

as a

t Mar

ch 3

1, 2

021

(1.0

0) (0

.41)

6.5

5 5

92.5

1 1

8.39

2

.28

26.

56

64.

03

2.2

5 -

882

.29

1,59

3.45

STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021



STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021

(b)

Oth

er e

quity

(Con

td.)

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Oth

er c

ompr

ehen

sive

in

com

e/(lo

ss)

Equi

ty

com

pone

nt

of o

ther

fin

anci

al

inst

ru

men

ts

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

am

alg

amat

ion

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

ance

Reta

ined

ea

rnin

gsTo

tal

othe

r eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Bala

nce

as a

t Apr

il 01

, 201

9 (a

s ea

rlier

pub

lishe

d) (0

.27)

- 6

.55

357

.20

18.

29

2.2

8 2

6.56

6

4.03

-

- 7

15.1

8 1

,189

.82

Effec

t of b

usin

ess

com

bina

tion

(refe

r not

e 58

) -

- -

- 0

.10

- -

- -

52.

00

(0.1

0) 5

2.00

Ba

lanc

e as

at A

pril

01, 2

019

(0.2

7) -

6.5

5 3

57.2

0 1

8.39

2

.28

26.

56

64.

03

- 5

2.00

7

15.0

8 1

,241

.82

Tran

sitio

n im

pact

of I

nd A

S 11

6 ne

t of t

ax -

- -

- -

- -

- -

- (0

.52)

(0.5

2)Pr

ofit f

or th

e ye

ar -

- -

- -

- -

- -

- 8

9.17

8

9.17

O

ther

com

preh

ensi

ve in

com

e/(lo

ss) (

net o

f tax

) (3

.39)

(0.4

1) -

- -

- -

- -

- -

(3.8

0)Em

ploy

ee s

tock

com

pens

atio

n ex

pens

e -

- -

- -

- -

- 1

.20

- -

1.2

0 Fi

nal d

ivid

end

for t

he y

ear e

nded

Mar

ch 3

1, 2

019

- -

- -

- -

- -

- -

(16.

27)

(16.

27)

Inte

rim d

ivid

end

for t

he y

ear e

nded

Mar

ch 3

1, 2

020

- -

- -

- -

- -

- -

(10.

49)

(10.

49)

Div

iden

d di

strib

utio

n ta

x -

- -

- -

- -

- -

- (5

.42)

(5.4

2)C

redi

t of d

ivid

end

dist

ribut

ion

tax

paid

by

subs

idia

ries

avai

led

durin

g th

e ye

ar -

- -

- -

- -

- -

- 1

.62

1.6

2

Oth

ers

-

-

-

-

-

-

-

-

-

-

(0.3

4) (0

.34)

Bala

nce

as a

t Mar

ch 3

1, 2

020

(3.6

6) (0

.41)

6.5

5 3

57.2

0 1

8.39

2

.28

26.

56

64.

03

1.2

0 5

2.00

7

72.8

3 1,

296.

97

Sign

ifica

nt a

ccou

ntin

g po

licie

s2

(b)

The

note

s re

ferr

ed to

abo

ve fo

rm a

n in

tegr

al p

art o

f the

sta

ndal

one

finan

cial

sta

tem

ents

As

per o

ur re

port

of e

ven

date

att

ache

d Fo

r and

on

beha

lf of

the

Boar

d of

Dire

ctor

s of

Min

da In

dust

ries

Lim

ited

For B

S R

& C

o. L

LPN

irmal

K M

inda

Ana

nd K

umar

Min

daC

hart

ered

Acc

ount

ants

C

hairm

an a

nd M

anag

ing

Dire

ctor

Dire

ctor

ICA

I Firm

Reg

istr

atio

n N

o: 1

0124

8W/W

-100

022

DIN

No.

000

1494

2D

IN N

o. 0

0007

964

Rajiv

Goy

al

Suni

l Boh

raTa

run

Kum

ar S

rivas

tava

Pa

rtne

r G

roup

CFO

Com

pany

Sec

reta

ry

Mem

bers

hip

No.

094

549

M

embe

rshi

p N

o. -

A11

994

Plac

e :

Gur

ugra

mPl

ace

: G

urug

ram

Dat

e :

June

13,

202

1D

ate

: Ju

ne 1

3, 2

021



1. CORPORATE INFORMATION

Minda Industries Limited is a public Company domiciled and headquartered in India. It was incorporated on September 16, 1992 under the Companies Act, 1956 and its shares are listed on the National Stock Exchange of India Limited and BSE Limited having its registered office at B64/1 Wazirpur, Industrial Area, Delhi-110052, India.

The Company is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories and caters to both domestic and international markets.

2. (A) BASIS OF PREPARATION

a. Statement of compliance

The standalone financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.

The standalone financial statements were authorised for issue by the Company’s Board of Directors on June 13, 2021. Details of the Company’s accounting policies are included in Note 2(b).

b. Functional and presentation currency

These standalone financial statements are presented in Indian Rupees (`), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest Crores, unless otherwise indicated.

c. Basis of measurement

The standalone financial statements have been prepared on the historical cost basis except for the following items:

(a) Certain financial assets and liabilities (including derivative financial instruments)

Fair value

(b) Net defined benefit (asset)/ liability

Fair value of plan assets less present value of defined benefit obligations

d. Use of estimates and judgements

In preparing the standalone financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Actual results may differ from these estimates.

Critical estimates and judgement

This note provides an overview of the areas

that involved a higher degree of judgement or

complexity, and of items which are more likely

to be materially adjusted due to estimates and

assumptions turning out to be different than those

originally assessed. Detailed information about

each of these estimates and judgements is included

in relevant notes together with information about

the basis of calculation for each affected line item

in the standalone financial statements.

Areas involving critical estimates or judgements are:

- Estimation of current tax expense and payable –

Note 44

- Estimation of fair value of unlisted securities – Note 53

- Estimation of defined benefit obligation – Note 43

- Recognition and measurement of provisions and

contingencies: key assumptions about the likelihood

and magnitude of an outflow of resources – Note 39

- Lease- Note 47

- Impairment of Financial Assets

Estimates and underlying assumptions are reviewed on

an ongoing basis. Revisions to accounting estimates are

recognized prospectively.

e. Measurement of fair values

A number of the Company’s accounting policies

and disclosures require measurement of fair values,

for both financial and non-financial assets and

liabilities.

Fair values are categorised into different levels in a

fair value hierarchy based on the inputs used in the

valuation techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets

for identical assets or liabilities.

- Level 2: inputs other than quoted prices included in

Level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived

from prices).

- Level 3: inputs for the asset or liability that are not

based on observable market data (unobservable

inputs).

When measuring the fair value of an asset or a liability,

the Company uses observable market data as far as

possible. If the inputs used to measure the fair value

of an asset or a liability fall into different levels of the

NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021(All amounts in Indian ` Crore, unless otherwise stated)



fair value hierarchy, then the fair value measurement is

categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

- Note 48 – share-based payment

- Note 53– fair value measurements

2. (B) SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to the period presented in these standalone financial statements.

a. Foreign currency transactions:

Transactions in foreign currencies are initially recorded into the functional currency of the Company at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date.

Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Exchange differences are recognised in profit or loss, except exchange differences arising from the translation of the following items which are recognised in OCI

- equity investments at fair value through OCI (FVOCI);

- qualifying cash flow hedges to the extent that the hedges are effective.

b. Financial instruments:

i. Initial Recognition and Measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions

of the instrument.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

ii. Classification and subsequent measurement and gain and losses Financial assets

On initial recognition, a financial asset is classified as measured at:

Financial Assets at FVPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial Assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gains or loss or derecognition is are recognized in profit or loss.

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other income and net gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividend income are recognized in profit or loss unless dividend clearly represents a recovery of part of cost of investment. Other income and net gains and losses are recognized in OCI and are not reclassified to profit or loss.

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

− the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and




Financial assets that are held for trading or are managed and whose performance is evaluated

on a fair value basis are measured at FVTPL.

Financial liabilities: Classification, subsequent

measurement and gains and losses

Financial liabilities are classified as measured

at amortised cost or FVTPL. A financial liability

is classified as at FVTPL if it is classified as

held-for-trading, or it is a derivative or it is

designated as such on initial recognition.

Financial liabilities at FVTPL are measured at

fair value and net gains and losses, including

any interest expense, are recognised in profit or

loss. Other financial liabilities are subsequently

measured at amortised cost using the effective

interest method. Interest expense and foreign

exchange gains and losses are recognised in

profit or loss. Any gain or loss on derecognition

is also recognised in profit or loss.

iii. Derecognition

Financial assets

The Company derecognises a financial asset

when the contractual rights to the cash flows

from the financial asset expire, or it transfers

the rights to receive the contractual cash flows

in a transaction in which substantially all of the

risks and rewards of ownership of the financial

asset are transferred or in which the Company

neither transfers nor retains substantially all of

the risks and rewards of ownership and does

not retain control of the financial asset.

If the Company enters into transactions

whereby it transfers assets recognised on

its balance sheet, but retains either all or

substantially all of the risks and rewards of the

transferred assets, the transferred assets are

not derecognised.

Financial liabilities

The Company derecognises a financial

liability when its contractual obligations are

discharged or cancelled, or expire.

The Company also derecognises a financial

liability when its terms are modified and the

cash flows under the modified terms are

substantially different. In this case, a new

financial liability based on the modified terms

is recognised at fair value. The difference

between the carrying amount of the financial

− the contractual terms of the financial

asset give rise on specified dates to

cash flows that are solely payments of

principal and interest on the principal

amount outstanding.

A debt investment is measured at FVOCI if it

meets both of the following conditions and is

not designated as at FVTPL:

− the asset is held within a business model

whose objective is achieved by both

collecting contractual cash flows and

selling financial assets; and

− the contractual terms of the financial

asset give rise on specified dates to

cash flows that are solely payments of

principal and interest on the principal

amount outstanding.

On initial recognition of an equity investment

that is not held for trading, the Company

may irrevocably elect to present subsequent

changes in the investment’s fair value in OCI

(designated as FVOCI – equity investment).

This election is made on an investment-by-

investment basis.

Investments in Subsidiaries, Associates and

Joint Ventures:

Investments in Subsidiaries, Associates

and Joint Ventures are carried at cost less

accumulated impairment losses, if any. Where

an indication of impairment exists, the carrying

amount of the investment is assessed and

written down immediately to its recoverable

amount. On disposal of investments in

subsidiaries, associates and joint venture, the

difference between net disposal proceeds and

the carrying amounts are recognized in the

Standalone Statement of Profit and Loss.

All financial assets not classified as measured

at amortised cost or FVOCI as described

above are measured at FVTPL. This includes

all derivative financial assets. On initial

recognition, the Company may irrevocably

designate a financial asset that otherwise

meets the requirements to be measured

at amortised cost or at FVOCI as at FVTPL if

doing so eliminates or significantly reduces an

accounting mismatch that would otherwise

arise.




liability extinguished and the new financial

liability with modified terms is recognised in

profit or loss.

iv. Offsetting

Financial assets and financial liabilities are

offset and the net amount presented in the

balance sheet when, and only when, the

Company currently has a legally enforceable

right to set off the amounts and it intends

either to settle them on a net basis or to realise

the asset and settle the liability simultaneously.

v. Derivative financial instruments and hedgeaccounting

The Company holds derivative financial

instruments to hedge its foreign currency

and interest rate risk exposures. Embedded

derivatives are separated from the host

contract and accounted for separately if the

host contract is not a financial asset and

certain criteria are met.

Derivatives are initially measured at fair value.

Subsequent to initial recognition, derivatives

are measured at fair value, and changes

therein are generally recognised in profit or

loss.

vi. Financialguaranteecontracts

The Company on a case to case basis elects

to account for financial guarantee contracts

as a financial instrument or as an insurance

contract, as specified in Ind AS 109 on Financial

Instruments and Ind AS 104 on Insurance

Contracts. The Company has regarded all its

financial guarantee contracts as insurance

contracts. At the end of each reporting period

the Company performs a liability adequacy

test, (i.e. it assesses the likelihood of a pay-

out based on current undiscounted estimates

of future cash flows), and any deficiency is

recognized in profit or loss.

vii. Compoundfinancialinstruments

Compound financial instruments issued by the

Company comprise cumulative redeemable

preference shares denominated in ` that

are mandatorily redeemable at a fixed or

determinable amount at a fixed or future date

and the payment of dividends is discretionary.

The liability component of a compound

financial instrument is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently.

Interest related to the financial liability is recognised in profit or loss (unless it qualifies for inclusion in the cost of an asset).

c. Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as current when it is:

(a) expected to be realised in, or is intended to be sold or consumed in Company’s normal operating cycle;

(b) held primarily for the purpose of being traded;

(c) expected to be realised within twelve months after the reporting date; or

(d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

All other assets are classified as non-current.

A Liability is current when:

(a) it is expected to be settled in Company’s normal operating cycle;

(b) it is held primarily for the purpose of being traded;

(c) it is due to be settled within twelve months after the reporting date; or

(d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.




Operating cycle

Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The Company has identified twelve months as its operating cycle.

d. Property, plant and equipment


Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses, if any.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labour, any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

iii. Depreciation

Depreciation on plant and equipment, tools and dies and on other tangible property, plant and equipment is provided on SLM/WDV basis, based on the rates as per useful life prescribed in Schedule II to the Companies

Act, 2013 except in the case of tools and dies, the useful life based on technical advice is 3 to 6 years.

Leasehold land and leasehold improvements are amortised on a straight line basis over the period of lease or their useful lives, whichever is shorter. Freehold land is not depreciated.

Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready for use (disposed off).

Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. In case of a revision, the unamortized depreciable amount is charged over the revised remaining useful life.

Losses arising from retirement or gains or losses arising from disposal of fixed assets which are carried at cost are recognized in the Standalone Statement of Profit and Loss.

e. Intangible assets

Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition, an intangible asset is carried at its cost less any accumulated amortization and accumulated impairment loss.

Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset to which it relates.

Intangible assets are amortised in the Statement of Profit or Loss over their estimated useful lives, from the date that they are available for use based on the expected pattern of consumption of economic benefits of the asset. Accordingly, at present, these are being amortised on straight line basis. Intangible assets are amortised over the best estimate of the respective useful lives as under: -

i) Technical know-how: Amortized over the period of 6 years or over the period of agreement, as applicable.

ii) Computer software: Amortized over the period of 6 years.

iii) Trademark: Amortized over the period of 10 years

iv) Customer relationship: Amortized over the period of 10 years or over the period of agreement, as applicable.

Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate. An intangible




asset is derecognized on disposal or when no future

economic benefits are expected from its use and

disposal.

Losses arising from retirement and gains or losses

arising from disposal of an intangible asset are

measured as the difference between the net

disposal proceeds and the carrying amount of

the asset and are recognized in the Standalone

Statement of Profit and Loss.

Internally generated: Research and development

a) Expenditure on research activities is recognised

in profit or loss as incurred.

b) Development expenditure is capitalised as

part of the cost of the resulting intangible

asset only if the expenditure can be measured

reliably, the product or process is technically

and commercially feasible, future economic

benefits are probable, and the Company

intends to and has sufficient resources to

complete development and to use or sell

the asset. Otherwise, it is recognised in

profit or loss as incurred. Subsequent to

initial recognition, the asset is measured at

cost less accumulated amortisation and any

accumulated impairment losses.

f. Impairment

i. Impairment of financial instruments

The Company recognises loss allowances

for expected credit losses on financial assets

measured at amortised cost.

At each reporting date, the Company assesses

whether financial assets carried at amortised

cost are credit-impaired. A financial asset is

‘credit-impaired’ when one or more events

that have a detrimental impact on the

estimated future cash flows of the financial

asset have occurred.

The Company measures loss allowances at

an amount equal to lifetime expected credit

losses. Lifetime expected credit losses are

the expected credit losses that result from

all possible default events over the expected

life of a financial instrument. In all cases, the

maximum period considered when estimating

expected credit losses is the maximum

contractual period over which the Company is

exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the financial asset is 90 days or more past due.

Measurement of expected credit losses

Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive).

Presentation of allowance for expected credit losses in the balance sheet

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

ii. Impairment of non-financial assets

The Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment.




If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cash- generating units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU (or the asset).

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the Standalone Statement of Profit and Loss. Impairment loss recognised in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets of the CGU (or group of CGUs) on a pro rata basis.

vAn impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets for which impairment loss has been recognised in prior periods, the Company reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

g. Non-current assets or disposal group held for sale

Non-current assets, or disposal groups comprising assets and liabilities are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any resultant loss on a disposal group is allocated first to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, and employee benefit assets, which continue to be measured in accordance with the Company’s other accounting policies. Losses on initial classification as held for sale and subsequent gains and losses on re-measurement are recognised in profit or loss.

Once classified as held-for-sale, intangible assets, property and plant and equipment are no longer amortised or depreciated.

h. Borrowing cost

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

i. Leases

(i) Determiningwhetheracontractcontainslease

At inception of a contract, the Company determines whether the contract is, or contains, a lease. The contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset or assets for a period of time in exchange for consideration, even if that right is not explicitly specified in a contract.

At inception or on reassessment of a contract that contains lease component and one or more additional lease or non-lease components, the Company separates payments and other consideration required by the contract into those for each lease component on the basis of their relative stand-alone price and those for non-lease components on the basis of their relative aggregate stand-alone price. If the Company concludes that it is impracticable to separate the payments reliably, then right-of-use asset and Lease liability are recognised




at an amount equal to the present value of future lease payments; subsequently the liability is reduced as payments are made and an imputed finance cost on the liability is recognised using the Company’s incremental borrowing rate.

The previous determination pursuant to Ind AS 17 and its ‘Appendix C’ of whether a contract is a lease has been maintained for existing contracts.

(ii) Companyasalessee

At inception, the Company assesses whether a contract is or contains a lease. This assessment involves the exercise of judgement about whether it depends on an identified asset, whether the Company obtains substantially all the economic benefits from the use of that asset, and whether the Company has the right to direct the use of that asset.

The Company has elected to separate lease and non-lease components of contracts, wherever possible.

The Company recognizes a right-of-use (ROU) asset and a lease liability at the transition date/ lease commencement date. The right-of-use asset is initially measured based on the present value of future lease payments, plus initial direct costs, and cost to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, and lease payments made at or before the commencement date, less any incentives received. The right-of-use asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The right-of-use asset is subject to testing for impairment if there is an indicator for impairment.

At the commencement date, Company measures the lease liability at the present value of the future lease payments that are not yet paid at that date discounted using interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company’s uses its incremental borrowing rate as the discount rate. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of

the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Contingent rents payments are recognised as an expense in the period in which they are incurred. Lease payments generally include fixed payments and variable payments that depend on an index (such as an inflation index). When the lease contains an extension or purchase option that the Company considers reasonably certain to be exercised, the cost of the option is included in the lease payments.

The Company presents right-of-use assets that do not meet the definition of investment property and lease liabilities in separately from other assets/liabilities in the balance sheet.

The Company has elected not to recognize right-of-use assets and liabilities for leases where the total lease term is less than or equal to 12 months, or for leases of low value assets. The payments for such leases are recognized in the Standalone Statement of Profit and Loss on a straight-line basis over the lease term.

(iii) Companyasalessor

Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an underlying assets are classified as operating leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease unless the payments are structured to increase in line with the general inflation to compensate for the lessor’s expected inflationary cost increase. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Leases are classified as finance leases when substantially all of the risks and rewards




incidental to ownership of underlying asset is transferred from the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the lease.

j. Inventories

Inventories which comprise raw materials, work-in-progress, finished goods, stock-in-trade, stores and spares, and loose tools are carried at the lower of cost and net realisable value.

Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

In determining the cost, weighted average cost method is used. In the case of manufactured inventories and work in progress, fixed production overheads are allocated on the basis of normal capacity of production facilities.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.

The comparison of cost and net realisable value is made on an item-by-item basis.

Inventories in transit are valued at cost.

Appropriate adjustments are made to the carrying value of damaged, slow moving and obsolete inventories based on management’s current best estimate.

k. Revenue recognition

(i) Revenue from contract with customer

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to

which the Company expects to be entitled

in exchange for those goods or services. The

Company has generally concluded that it is the

principal in its revenue arrangements, because

it typically controls the goods or services

before transferring them to the customer.

Sale of goods (including moulds and scrap) Revenue from sale of goods is recognised at

the point in time when control of the asset

is transferred to the customer, generally on

delivery of the equipment. The normal credit

term is upto 90 days.

The Company considers whether there are

other promises in the contract that are separate

performance obligations to which a portion

of the transaction price needs to be allocated

(e.g., warranties, customer loyalty points). In

determining the transaction price for the sale

of equipment, the Company considers the

effects of variable consideration, the existence

of significant financing components, noncash

consideration, and consideration payable to

the customer (if any). Revenue is measured

based on the transaction price, which is the

consideration, adjusted for volume discounts,

service level credits, performance bonuses,

price concessions and incentives, if any, as

specified in the contract with the customer.

Revenue also excludes taxes collected from

customers except for sales till June 30, 2017

where excise duty is included in the revenue.

Variable Consideration If the consideration in a contract includes a

variable amount, the Company estimates

the amount of consideration to which it will

be entitled in exchange for transferring the

goods to the customers. Where customers

are provided with discounts, rebates, etc.,

such discounts and rebates will give rise to

variable consideration. The Company follows

the most likely amount method in estimating

the amount of variable consideration.

(ii) Management fees, designing fees and service

revenue is recognized on an accrual basis

as and when the services are rendered in

accordance with the terms of the underlying

contract.

(iii) Interest income is recognised using the

effective interest method.




(iv) Dividend income is recognised when the right to receive dividend is established.

(v) Royalty income is recognised based on the terms of the underlying agreement.

(vi) Claims lodged with insurance companies are accounted for on an accrual basis, to the extent these are measurable and the ultimate collection is reasonably certain.

(vii) Export entitlement under Duty Entitlement Passbook Scheme (‘DEPB’) is recognized on accrual basis and when the right to entitlement has been established.

(viii) Share of profit from partnership firms is recognized on accrual basis.

Contract balances

Contractassets

A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Company performs by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional.

Tradereceivables

A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section (b) Financial instruments – initial recognition and subsequent measurement.

Contractliabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company performs under the contract.

l. Government grants

Government grants are recognized where there is reasonable assurance that the grant will be received,

and all the attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset.

When the Company receives grants of non-monetary assets, the assets and the grant are recorded at fair value amounts and released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset. When loans or similar assistance are provided by Governments related institutions, with an interest rate below the current applicable market rate, the effect of this favourable interest is regarded as Government grant. The loan or assistance is initially recognized and measured at fair value and the Government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured as per the accounting policy applicable to financial liabilities.

m. Provisions (other than employee benefits)

(i) General

A provision is recognized if, as a result of a past event, the Company has a present obligation (legal or constructive) that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the legal or contractual obligation. If the effect of time value of money is material, provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre- tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

(ii) Warranties

Warranty costs are estimated on the basis of a technical evaluation and past experience. Provision is made for estimated liability in respect of warranty costs in the year of sale of goods and is included in the Standalone Statement of Profit and Loss. The estimates




used for accounting for warranty costs are reviewed periodically and revisions are made, as and when required.

n. Retirement and other employee benefits

(i) Short term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid e.g., under short-term cash bonus, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can

be estimated reliably.

(ii) Share-based payment transactions (Equity settled)

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in employee stock option (ESOP) reserves in other equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense.

The amount recognised as expense is based on the estimate of the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market vesting conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(iii) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Company makes specified monthly contributions towards employee provident fund, employee’s state insurance corporation and superannuation fund which is a defined contribution plan. The Company’s contribution is recognized as

an expense in the Standalone Statement of Profit and Loss during the period in which the employee renders the related service.

Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

(iv) Defined benefit plans

The Company’s gratuity benefit scheme is a defined benefit plan. The Company’s net obligation in respect of a defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of plan assets is reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis. The calculation of the Company’s obligation is performed annually by a qualified actuary using the projected unit credit method.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest), are recognised immediately in the balance sheet with a corresponding debit or credit to other equity through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent period.

The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognised immediately in profit or loss. The Company recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.




The Company’s gratuity fund is administered and managed by the Life Insurance Corporation of India (“LIC”).

(v) Other long term employee benefits Compensated absences

The employees can carry-forward a portion of the unutilised accrued compensated absences and utilise it in future service periods or receive cash compensation on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilized wholly within twelve months after the end of such period, the benefit to such extent is classified as a long-term employee benefit. The Company records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.

Actuarial gains and losses are recognized in the Standalone Statement of Profit and Loss.

(vi) Termination benefits

Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

o. Income taxes

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to an item recognised directly in equity or in other comprehensive income.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Tax benefits of deductions earned on exercise of employee stock options in excess of compensation charged to income are credited to other comprehensive income.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:

- temporary differences arising on the initial recognition of assets or liabilities in a transaction that affects neither accounting nor taxable profit or loss at the time of the transaction;

- taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Company recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.




Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Deferred tax in respect of timing differences which reverse after the tax holiday period is recognized in the year in which the timing differences originate.

Minimum alternate tax (MAT) paid in a year is charged to the Standalone Statement of Profit and Loss as current tax for the year. The deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the Company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the Company recognizes MAT credit as an asset, it is created by way of credit to the Standalone Statement of Profit and Loss and shown as part of deferred tax asset. The Company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.

p. Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The weighted average numbers of equity shares outstanding during the year are adjusted for events of bonus issue and share split that have changed the numbers of equity share outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed to be converted as of the beginning of the period, unless they have been issued at a later date.

q. Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

r. Cash dividend to equity holders

The Company recognises a liability to make cash to equity holders when the distribution is authorised, and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. Interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.

s. Business Combination, Goodwill and intangible assets

Business combinations, other than through common control transactions, are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition.

Business combinations through common control transactions are accounted on a pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities are reflected at their carrying amounts, with adjustments only to harmonise accounting policies.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in Other Comprehensive Income (OCI) and accumulated in other equity as capital reserve. However, if there is no clear evidence




of bargain purchase, the entity recognises the gain directly in other equity as capital reserve, without routing the same through OCI. Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company.

Consideration transferred also includes the fair value of any contingent consideration. Consideration transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill that arises on account of such business combination is tested annually for impairment.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not re-measured and the settlement is accounted for within other equity. Otherwise, other contingent consideration is re-measured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recorded in the Standalone Statement of Profit and Loss. A contingent liability of the acquiree is assumed

in a business combination only if such a liability

represents a present obligation and arises from

a past event, and its fair value can be measured

reliably. On an acquisition-by-acquisition basis, the

Company recognises any non-controlling interest

in the acquiree either at fair value or at the non-

controlling interest’s proportionate share of the

acquiree’s identifiable net assets.

Transaction costs that the Company incurs in

connection with a business combination, such as

Stamp Duty for title transfer in the name of the

Company, finder’s fees, legal fees, due diligence

fees and other professional and consulting fees, are

expensed as incurred.

t. Recently issued accounting pronouncements

On March 24, 2021, the Ministry of Corporate Affairs

(MCA) through a notification, amended Schedule

III of the Companies Act, 2013. The amendments

revise Division I, II and III of schedule III and are

applicable from April 1, 2021. The Company is

evaluating the effect of the amendments on its

financial statements.




3A. PROPERTY, PLANT AND EQUIPMENT:(All amounts in Indian ` Crore, unless otherwise stated)

Particulars Land- Freehold

Land- Leasehold

Buildings Plant and equipment

Furniture and

fixtures

Vehicles Office equipment

Computers Total

Gross carrying amountBalance as at April 01, 2019 (as earlier published)

87.81 18.38 144.83 574.27 9.75 11.76 9.33 22.16 878.29

Effect of business combination (refer note 58)

23.89 - 26.69 51.89 0.81 0.13 1.70 0.10 105.21

Balance as at April 01, 2019 111.70 18.38 171.52 626.16 10.56 11.89 11.03 22.26 983.50 Transition adjustment of Ind AS 116 (refer note 3C)

- (18.38) - - - - - - (18.38)

Additions - - 54.28 170.25 2.44 1.22 4.13 3.12 235.44

Disposals/Adjustment - - 0.56 15.35 - 0.78 0.30 0.16 17.15

Transfer to assets held for sale (refer note 27)

- - 2.12 0.27 - - - - 2.39

Balance as at March 31, 2020 111.70 - 223.12 780.79 13.00 12.33 14.86 25.22 1,181.02 Additions - - 62.06 283.78 1.68 0.66 1.23 2.35 351.76

Disposals/Adjustment - - 0.14 10.49 0.16 1.80 0.24 0.70 13.53

Balance as at March 31, 2021 111.70 - 285.04 1,054.08 14.52 11.19 15.85 26.87 1,519.25 Accumulated depreciation and impairment lossesBalance as at April 01, 2019 (as earlier published)

- 0.47 16.17 209.84 3.10 3.71 3.41 7.91 244.61

Effect of business combination (refer note 58)

- - - - - - - - -

Balance as at April 01, 2019 - 0.47 16.17 209.84 3.10 3.71 3.41 7.91 244.61 Transition adjustment of Ind AS 116 (refer note 3C)

- (0.47) - - - - - - (0.47)

Depreciation for the year - - 9.80 102.96 1.48 1.68 2.65 5.58 124.15

Disposals/Adjustment - - 0.31 8.19 - 0.41 0.25 0.13 9.29


- - 1.61 0.21 - - - - 1.82

Balance as at March 31, 2020 - - 24.05 304.40 4.58 4.98 5.81 13.36 357.18 Depreciation for the year - - 10.78 118.38 1.51 1.40 2.66 5.54 140.27


Balance as at March 31, 2021 - - 34.76 414.70 5.98 5.46 8.28 18.29 487.47 Carrying amounts (net)As at March 31, 2020 111.70 - 199.07 476.39 8.42 7.35 9.05 11.86 823.84 As at March 31, 2021 111.70 - 250.28 639.38 8.54 5.73 7.57 8.58 1,031.78

NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021 (Contd.)



3B. CAPITAL WORK-IN-PROGRESS:(All amounts in Indian ` Crore, unless otherwise stated)

Particulars As at March 31, 2021

As at March 31, 2020

Opening Balance (as earlier published) 199.64 27.77 Effect of business combination (refer note 58) - 14.06 Opening Balance 199.64 41.83 Additions 211.23 392.03 Deletion (351.10) (234.22)Closing Balance 59.77 199.64

3C. RIGHT-OF-USE ASSETS:


Particulars Leasehold Land

Building Plant & machinery

Total

Balance as at April 01, 2019Transition adjustment of Ind AS 116 (refer note 3A) 18.38 22.56 - 40.94 Effect of business combination (refer note 58) 39.49 - - 39.49 Additions during the year 22.14 6.40 0.50 29.04 Deductions/ Adjustments (net) - 0.76 - 0.76 Transfer to assets held for sale (refer note 27) 6.97 - - 6.97 Balance as at March 31, 2020 73.04 28.20 0.50 101.74 Additions during the year - - 7.54 7.54 Deductions/ Adjustments (net) - 2.33 - 2.33 Balance as at March 31, 2021 73.04 25.87 8.04 106.95 Accumulated depreciationBalance as at March 31, 2019Transition adjustment of Ind AS 116 (refer note 3A) 0.47 - - 0.47 Depreciation for the year 0.63 5.87 0.42 6.92 Transfer to assets held for sale (refer note 27) 0.23 - - 0.23 Balance as at March 31, 2020 0.87 5.87 0.42 7.16 Depreciation for the year 0.72 5.97 1.62 8.31 Balance as at March 31, 2021 1.59 11.84 2.04 15.47 Carrying amounts (net)As at March 31, 2020 72.17 22.33 0.08 94.58 As at March 31, 2021 71.45 14.03 6.00 91.48

1. Carrying amount of Property, plant and equipment (included in above) pledged as securities for borrowings (refer note 18 and 22)

2. The amount of borrowing costs capitalised during the year ended March 31, 2021 was ` 4.25 Crores (March 31, 2020: `12.15 Crores). The rate used to determine the amount of borrowing costs eligible for capitalisation was 8.30% (March 31, 2020: 8.67%) which is the effective interest rate.

3. Freehold land having carrying value as at March 31, 2021 ` 66.98 Crores (previous year ` 66.98 Crores) is pending for registration in the name of the Company.

4. Leasehold land having gross block as at March 31, 2021 ` 41.52 Crores (previous year ` 41.52 Crores) and accumulated depreciation as at March 31, 2021 ` 2.54 Crores (previous year ` 1.38 Crores) is pending for registration in the name of the Company. Further, leasehold land having gross block of ` 6.97 Crores and accumulated depreciation of ` 0.23 Crores was transferred to assets held for sale during the previous year. (also refer note 27)




3D. INTANGIBLE ASSETS:(All amounts in Indian ` Crore, unless otherwise stated)

Particulars Goodwill Other intangible assets Total

Trade Mark

Technical Knowhow

Computer Software

Customer Relationship

Gross carrying amountBalance as at April 1, 2019 (as earlier published) 0.36 3.09 44.40 27.70 - 75.55

Effect of business combination (refer note 58) - - 0.02 0.88 51.10 52.00

Balance as at April 1, 2019 0.36 3.09 44.42 28.58 51.10 127.55 Additions - - 22.74 4.17 11.50 38.41

Disposals/Adjustment 0.36 - 0.22 0.05 - 0.63

Balance as at March 31, 2020 - 3.09 66.94 32.70 62.60 165.33 Additions - - 20.23 2.70 - 22.93

Disposals/Adjustment - - 1.74 0.60 - 2.34

Balance as at March 31, 2021 - 3.09 85.44 34.80 62.60 185.92 Accumulated amortisation and impairment losses at April 1, 2019 ( as earlier published)

0.11 1.73 13.51 8.14 - 23.48

Effect of business combination (refer note 58) - - - - -

Accumulated amortisation and impairment losses at April 1, 2019

0.11 1.73 13.51 8.14 - 23.48

Amortisation for the year 0.06 0.35 11.91 5.72 6.99 25.03

Disposals/Adjustment 0.17 - 0.25 0.03 - 0.45

Balance as at March 31, 2020 - 2.07 25.17 13.83 6.99 48.06 Amortisation for the year - 0.26 11.37 5.54 12.06 29.27

Disposals/Adjustment - - 0.98 0.56 - 1.54

Balance as at March 31, 2021 - 2.33 35.59 18.81 19.06 75.79 Carrying amount (net)As at March 31, 2020 - 1.02 41.77 18.87 55.61 117.27 As at March 31, 2021 - 0.76 49.84 15.99 43.54 110.13

3E. INTANGIBLE ASSET UNDER DEVELOPMENT:(All amounts in Indian ` Crore, unless otherwise stated)



Opening Balance 19.92 18.28 Additions 21.14 24.38 Deletion (20.23) (22.74)Closing Balance 20.83 19.92

3F. GOODWILL ON ACQUISITION:(All amounts in Indian ` Crore, unless otherwise stated)



Opening Balance (as earlier published) 31.39 - Effect of business combination (refer note 58) - 31.39 Opening Balance 31.39 31.39 Additions - - Deletion - - Closing Balance 31.39 31.39




4. NON-CURRENT INVESTMENTS(All amounts in Indian ` Crore, unless otherwise stated)



UnquotedInvestments measured at costEquity instruments (fully paid up)(i) Subsidiaries Minda Kyoraku Limited

- 41,918,600 equity shares (previous year- 41,918,600 equity shares ) of ` 10/- each, fully paid up

47.81 47.81

Minda Kosei Aluminum Wheel Private Limited - 131,861,100 equity shares (previous year- 131,861,100 equity shares) of ` 10/- each, fully paid up

131.86 131.86

SAM Global Pte. Ltd - 625,000 equity shares (previous year 625,000- equity shares ) of $ 1 each, fully paid up

32.92 32.92

PT Minda Asean Automotive (Indonesia) - 67,500 equity shares (previous year 67,500- equity shares ) of $ 10/- each, fully paid up

22.87 22.87

Global Mazinkert, S.L. - 2,781,991 equity shares (previous year 2,781,991- equity shares ) of €1 /-each, fully paid up

41.26 41.26

Minda Storage Batteries Private Limited - 188,600,000 equity shares (previous year 188,600,000- equity shares) of ` 10/- each, fully paid up

9.05 9.05

Minda Katolec Electronics Services Private Limited - 17,885,700 equity shares (previous year 7,685,700- equity shares) of ` 10/- each, fully paid up

17.89 7.69

Mindarika Private Limited - 5,100,000 equity shares (previous year 5,100,000- equity shares) of ` 10/- each, fully paid up

101.89 101.89

MI Torica India Private Limited - 5,400,000 equity shares (previous year- 5,400,000 equity shares ) of ` 10/- each, fully paid up

8.44 8.44

Minda TG Rubber Private Limited (Joint Venture w.e.f March15, 2021) - Nil (previous year 25,766,730- equity shares ) of ` 10/- each, fully paid up

- 25.81

iSYS RTS GmbH - 24,800 equity shares (previous year- 24,800 equity shares ) of €1 each, fully paid up

51.28 51.28

Harita Fehrer Limited - 10,250,000 equity shares (previous year- 10,250,000 equity shares ) of ` 10/- each, fully paid up

263.60 263.60

(ii) Partnership firms** - Auto Component 4.14 3.89 - YA Auto Industries 1.89 2.82 - Yogendra Engineering 0.08 0.08

(iii) Associates Minda NexGenTech Limited

- 3,120,000 equity shares (previous year 3,120,000 equity shares) of ` 10/- each, fully paid up

3.12 3.12

Kosei Minda Aluminum Co Private Limited - 28,737,371 equity shares (previous year 28,737,371 equity shares) of ` 10/- each, fully paid up

16.49 16.49






(iv) Joint ventures Minda Westport Technologies Limited (formerly known as Minda Emer

Technologies Limited) - 2,725,000 equity shares (previous year 2,725,000 equity shares) of ` 10/- each, fully paid up

2.73 2.73

Roki Minda Co. Private Limited - 40,924,800 equity shares (previous year 40,924,800 equity shares) of ` 10/- each, fully paid up

43.08 43.08

Minda TG Rubber Private Limited (Subsidiary upto 14 March 2021) - 25,766,730 equity shares (previous year Nil ) of ` 10/- each, fully paid up

25.81 -

Minda TTE Daps Private Limited - 4,990,513 equity shares (previous year 4,990,513 equity shares) of ` 10/- each, fully paid up

4.99 4.99

Minda Onkyo India Private Limited - 33,043,031 equity shares (previous year 19,500,000 equity shares) of ` 10/- each, fully paid up

33.04 19.50

Minda D-Ten India Private Limited - 2,544,900 equity shares (previous year 2,544,900 equity shares) of ` 10/- each, fully paid up

3.81 3.81

Denso Ten Minda India Private Limited - 35,525,000 equity shares (previous year 35,525,000 equity shares) of ` 10/- each, fully paid up

22.29 22.29

Kosei Minda Mould Private Limited - 6,341,645 equity shares (previous year- 6,341,645 equity shares ) of ` 10/- each, fully paid up

6.34 6.34

Tokai Rika Minda India Private Limited - 65,357,143 equity shares (previous year- Nil equity shares ) of ` 10/- each, fully paid up

65.48 -

Toyoda Gosei Minda India Private Limited - 243,780,000 equity shares (previous year- 210,320,000 equity shares) of ` 10/- each, fully paid up

190.41 156.95

(v) Investments measured at Fair value through profit and loss: Equity instruments Minda Industria E Comerico De Autopecsa Ltd

- 25,000 equity shares (previous year 25,000 equity shares) of Brazilian $ 1 each, fully paid up

0.07 0.07

OPG Power Generation Private Limited - 37,700 equity shares (previous year 37,700 equity shares) of ` 10/- each, fully paid up

0.04 0.04

Others Life Insurance Corporation of India, Mumbai 0.73 0.66 (Group annuity policy for Pension to employees)

1,153.41 1,031.34 Less: Other than temporary diminution in value of non-current

investments * - Kosei Minda Aluminum Co Private Limited** (8.29) (8.29) - Minda Industria E Comerico De Autopecsa Ltd (0.07) (0.07) - Minda NexGenTech Limited (3.12) (3.12) -Minda Onkyo India Private Limited ** (5.01) - -Minda TTE Daps Private Limited *** (4.99) -

1,131.93 1,019.86 1,131.93 1,019.86




Aggregate value of impairment in the value of invesments * Aggregate provision for diminution of non-current investments is ` 21.48 crores (March 31, 2020 ` 11.48 crores).** The Company is of the view that the operations of its each investee companies represent a single cash-generating unit (‘CGU’).The Company has identified the investments where indicators of impairment exists and performed an impairment assessment on those investments as at March 31, 2021 and March 31, 2020. The Company adjusts the carrying value of the investment for the consequential impairment loss, if any. The recoverable value was determined by Value in Use (‘VIU’) model. The recoverable amount was lower than the carrying value of the one CGU (Previous year one CGU) and this resulted in an impairment charge of ` 5.01 crores (Previous year ` 8.29 crores) recognised within ‘Exceptional items’. The approach and key assumptions used to determine the CGU’s VIU were as follows:



Particulars As at March 31, 2021 As at March 31, 2020Terminal growth rate 4% 4%Weighted average cost of capital 13% 15%***As at March 31, 2021, Minda TTE Daps Private Limited has incurred consistent losses which resulted in erosion of net worth fully. Accordingly, an amount of ` 4.99 crores is provided for.

**Investment in Partnership Firms


Partnership Firm Name of the Partners Share in Profit (%) As at

March 31, 2021

Share in Profit (%) As at

March 31, 2020

Auto Component Minda Industries Limited 48.90% 48.90%

Mr. Nirmal K. Minda 25.55% 25.55%

Ms. Pallak Minda 25.55% 25.55%

YA Auto Industries Mrs. Suman Minda 36.50% 36.50%

Mr. Sanjeev Garg 12.50% 12.50%

Minda Industries Limited 51.00% 51.00%

Yogendra Engineering Minda Industries Limited 48.90% 48.90%


Mrs. Suman Minda 38.60% 38.60%

Total Capital of the firm Amount Amount

Auto Component 8.47 7.96

YA Auto Industries 3.70 5.53

Yogendra Engineering 0.16 0.16

5. LOANS (NON-CURRENT)




(Unsecured and considered good unless otherwise stated)Security deposits 19.12 17.02 Others 0.80 0.03

19.92 17.05

6. OTHER FINANCIAL ASSETS (NON-CURRENT)




(Unsecured and considered good unless otherwise stated)Bank deposits (due to mature after 12 months from the reporting date) 0.46 0.27 Retention money with customers 1.65 1.65






Security deposits 0.01 0.38 2.12 2.30

7. INCOME TAX ASSETS (NET)




Income Tax refund receivable 20.64 34.75

20.64 34.75

8. OTHER NON-CURRENT ASSETS




(Unsecured considered good unless otherwise stated)

Capital advances 18.78 37.38 Others - 0.11

18.78 37.49

9. INVENTORIES




(At lower of cost and net realisable value, unless otherwise stated)

Raw materials [Goods in transit ` 7.12 crores ( ` 4.83 crores as on March 31, 2020)]

162.45 120.01

Work-in-progress 47.52 27.86 Finished goods [Goods in transit ` 30.15 crores (` 12.20 crores as on March 31, 2020)]

53.54 39.18

Stock-in-trade [Goods in transit ` 13.68 crores (` 1.98 crores as on March 31, 2020)]

65.67 61.18

Stores and spares 21.43 19.75 Loose tools 19.26 16.82

369.87 284.80

Carrying amount of inventories (included in above) pledged as securities for borrowings and sanctioned limits (refer note 18 and 22)

369.87 284.80



10. CURRENT INVESTMENTS




Investments measured at Fair value through profit and loss

(i) Investments in mutual funds (Unquoted)

HDFC Liquid Fund

- Nil (Previous year 45,541.01 units)

- 17.50

(ii) Investments in equity shares (Quoted) TVS Motor Co Limted

- Nil (previous year 200,000 ) of ` 1/- each, fully paid up - 5.94

- 23.44 Aggregate amount of unquoted investments - 17.50 Aggregate market value of quoted investments - 5.94 Aggregate cost of unquoted investments - 17.50 Aggregate cost of quoted investments - 0.32

11. TRADE RECEIVABLES




(Unsecured, considered good unless otherwise stated)

Trade receivables considered good- Unsecured * 683.67 539.45 Trade Receivables which have significant increase in credit risk - -Trade receivables- credit impaired 7.83 5.63

691.50 545.08 Less: Allowance for credit impaired (7.83) (5.63)

683.67 539.45 The movement in change in allowance for expected credit loss and credit impairmentBalance as at beginning of the year 5.63 3.98 Addition in allowance for expected credit loss and credit impairment 2.20 2.70 Utilisation/ written back - (1.05)Balance as at the end of the year 7.83 5.63 *Trade receivables includes ` 24.05 Crores (` 29.21 Crores as at March 31, 2020) due from private companies in which director of the Company is a director.

The companies' exposure to currency and liquidity risks related to the above financial assets is disclosed in Note 50.

12. CASH AND CASH EQUIVALENTS




- Balances with banks

In current accounts 61.66 109.55 In deposit accounts (with original maturity of 3 months or less) 12.35 15.10

74.01 124.65 - Cash on hand 0.30 0.61

74.31 125.27




13. BANK BALANCES OTHER THAN THOSE INCLUDED IN CASH AND CASH EQUIVALENTS ABOVE




Bank deposits (due for realisation within 12 months of the reporting date) 4.44 12.72

Unpaid dividend accounts* 0.72 0.75 5.16 13.47

* Does not include any amount payable to Investor Education and Protection Fund

14. LOANS (CURRENT)




(Unsecured and considered good unless otherwise stated)

Security deposits 0.17 0.72 Loans to employees - 0.41 Others - 0.57

0.17 1.70

15. OTHER FINANCIAL ASSETS (CURRENT)





Interest accrued on bank deposits 0.65 0.78 Advances to employees 2.84 2.69 Incentive receivable 2.67 3.54 Forward contract receivable 2.69 7.56 Others 2.77 2.36

11.62 16.93

16. OTHER CURRENT ASSETS





Prepaid expenses 11.48 6.07 Advance to suppliers- Considered good 38.41 34.39 - Considered doubtful 2.27 - Less: Provision for loss allowance (2.27) - Balances with government authorities- Considered good 68.27 59.78 - Considered doubtful 0.06 0.06 Less: Provision for loss allowance (0.06) (0.06)Others 0.75 2.87

118.91 103.11




17(a) SHARE CAPITAL

(I) AUTHORISED




Number Amount Number Amount

Equity share capital

Equity shares of ` 2/- each with voting rights 65,07,53,000 130.15 31,75,00,000 63.50

Equity shares of ` 10/- each with voting rights - - 6,37,00,000 63.70

Equity shares of ` 100/- each with voting rights - - 2,95,060 2.95

Equity shares of ` 10/- each with voting rights *# 1,70,46,000 17.05 1,70,46,000 17.05

Preference share capital

9% Cumulative redeemable preference shares of ` 10/- each (Class 'A')

30,00,000 3.00 30,00,000 3.00

3% Cumulative compulsorily convertible preference shares of ` 2,187/- each (Class 'B')

1,83,500 40.13 1,83,500 40.13

3% Cumulative redeemable preference shares of `10/- each (Class 'C')

35,00,000 3.50 35,00,000 3.50

1% Non-cumulative fully convertible preference shares of ` 10/- each (Class 'D')

1,00,00,000 10.00 1,00,00,000 10.00

8% Non-cumulative redeemable preference shares of ` 10/- each (Class 'E') *

2,75,00,000 27.50 2,75,00,000 27.50

14% Non-cumulative Redeemable Preference shares of ` 10/- each*

20,00,000 2.00 20,00,000 2.00

13.5% Preference shares of ` 10/- each (Class 'A') * 2,000 0.00 2,000 0.00

13.5% Preference shares of ` 100/- each (Class 'B') * 600 0.01 600 0.01

2% Redeemable preference shares of ̀ 10/- each (Class 'C') * 1,10,000 0.11 1,10,000 0.11

71,40,95,100 233.45 44,48,37,160 233.45

* Represents effects of business combination (refer note 58)

# Formalities for conversion to ` 2 per share completed subsequent to the year end

(II) ISSUED, SUBSCRIBED AND FULLY PAID UP







27,19,28,704 54.39 26,22,16,965 52.44




III) RECONCILIATION OF THE NUMBER OF SHARES AND AMOUNT OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD:





Equity shares

Balance at the beginning of the year 26,22,16,965 52.44 26,22,16,965 52.44

Add: Increase in number of shares on account of Right issue [Refer footnote (vii)]

97,11,739 1.95 - -

Balance at the end of the year 27,19,28,704 54.39 26,22,16,965 52.44

(IV) (I) RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO EQUITY SHARES

The Company has only one class of issued equity shares capital having par value of ` 2/- per share (March 31, 2020 ` 2/- per share). Each shareholder is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding.

The Board at its meeting held on February 04, 2021, declared an interim dividend of ` 0.35 per equity share i.e. 17.50% on 27,19,28,704 equity shares of ` 2 each (previous year ` 0.40/- per equity share). Further, the Board at its Meeting held on June 13, 2021, has recommended a final dividend of ` 0.50 per equity share i.e. 25.00% (Previous year NIL) for the financial year ended on March 31, 2021, subject to the approval of shareholders at the ensuing Annual General Meeting.

(V) DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY:




Class of shares / Name of shareholder

Number of shares held

% holding in that class of

shares



shares

Equity shares with voting rights

Mr. Nirmal K Minda 6,70,62,700 24.66% 6,53,71,530 24.93%

Mrs. Suman Minda 4,00,00,737 14.71% 3,85,72,140 14.71%

Minda Investments Limited 6,69,44,957 24.62% 6,38,50,140 24.35%

Matthews Asia Dividend Fund 1,36,19,268 5.01% 1,39,29,676 5.31%

(vi) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash for the period of five years immediately preceding the balance sheet date is 174,342,310.

(vii) On 11 August 2020, the Board of Directors of the Company approved issue of 9,711,739 fully paid up equity shares of face value of ` 2 each (the "Rights Equity Shares") amounting to ` 242.79 crores at a price of ` 250 per Rights Equity Share (including securities premium of ̀ 248 per Rights Equity Share), in the ratio of 1 Rights Equity Shares for every 27 existing fully paid-up shares held by the eligible equity shareholders as on 17 August 2020, the Record date. Further, on 15 September 2020, the Rights Issue Committee of the Board of Directors approved the allotment of Rights Equity Shares in relation to the said Rights Issue and consequently Rights issue shares were issued during the year. There is no deviation in use of proceeds from the objects stated in the Offer document for rights issue.




17(b

)O

THER

EQ

UITY

:

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Oth

er c

ompr

ehen

sive

in

com

e/(lo

ss)

Equi

ty

com

pone

nt

of o

ther

fin

anci

al

inst

ru

men

ts

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

am

alg

amat

ion

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

ance

Reta

ined

ea

rnin

gsTo

tal o

ther

eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Bala

nce

as a

t Mar

ch 3

1, 2

020

(3.6

6) (0

.41)

6.5

5 3

57.2

0 1

8.39

2

.28

26.

56

64.

03

1.2

0 5

2.00

7

72.8

3 1

,296

.97

Profi

t for

the

year

-

- -

- -

- -

- -

- 1

18.9

8 1

18.9

8 O

ther

com

preh

ensi

ve in

com

e/(lo

ss) (

net o

f tax

) 2

.66

- -

- -

- -

- -

- -

2.6

6 Se

curit

y pr

emiu

m o

n sh

ares

issu

ed u

nder

Rig

hts

issu

e -

- -

240

.85

- -

- -

- -

- 2

40.8

5 A

mou

nt u

tilis

ed to

war

ds e

xpen

ses

tow

ards

Rig

hts

issu

e -

- -

(2.4

1) -

- -

- -

- -

(2.4

1)Pu

rcha

se o

f non

con

trol

ling

inte

rest

(ref

er n

ote

58)

- -

- (3

.13)

- -

- -

- (5

2.00

) -

(55.

13)

Empl

oyee

sto

ck c

ompe

nsat

ion

expe

nse

- -

- -

- -

- -

1.0

5 -

- 1

.05

Inte

rim d

ivid

end

for t

he y

ear e

nded

Mar

ch 3

1, 2

021

- -

- -

- -

- -

- -

(9.5

2) (9

.52)

Bala

nce

as a

t Mar

ch 3

1, 2

021

(1.0

0) (0

.41)

6.5

5 5

92.5

1 1

8.39

2

.28

26.

56

64.

03

2.2

5 -

882

.29

1,5

93.4

5




17(b

)O

THER

EQ

UITY

:

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Oth

er c

ompr

ehen

sive

in

com

e/(lo

ss)

Equi

ty

com

pone

nt

of o

ther

fin

anci

al

inst

ru

men

ts

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

am

alg

amat

ion

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

ance

Reta

ined

ea

rnin

gsTo

tal

othe

r eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Bala

nce

as a

t Apr

il 1,

201

9 (a

s ea

rlier

pub

lishe

d) (0

.27)

- 6

.55

357

.20

18.

29

2.2

8 2

6.56

6

4.03

-

715

.18

1,1

89.8

2 Eff

ect o

f bus

ines

s co

mbi

natio

n (re

fer n

ote

58)

- -

- -

0.1

0 -

- -

- 5

2.00

(0

.10)

52.

00

Bala

nce

as a

t Apr

il 1,

201

9 (0

.27)

- 6

.55

357

.20

18.

39

2.2

8 2

6.56

6

4.03

-

52.

00

715

.08

1,2

41.8

2 Tr

ansi

tion

impa

ct o

f Ind

AS

116

net o

f tax

- -

- -

- -

- -

- -

(0.5

2) (0

.52)

Profi

t for

the

year

- -

- -

- -

- -

- -

89.

17

89.

17

Oth

er c

ompr

ehen

sive

inco

me/

(loss

) (ne

t of t

ax)

(3.3

9) (0

.41)

- -

- -

- -

- -

- (3

.80)

Empl

oyee

sto

ck c

ompe

nsat

ion

expe

nse

- -

- -

- -

- -

1.2

0 -

- 1

.20

Fina

l div

iden

d fo

r the

yea

r end

ed M

arch

31,

201

9 -

- -

- -

- -

- -

- (1

6.27

) (1

6.27

)In

terim

div

iden

d fo

r the

yea

r end

ed M

arch

31,

202

0 -

- -

- -

- -

- -

- (1

0.49

) (1

0.49

)D

ivid

end

dist

ribut

ion

tax

- -

- -

- -

- -

- -

(5.4

2) (5

.42)

Cre

dit o

f div

iden

d di

strib

utio

n ta

x pa

id b

y su

bsid

iarie

s av

aile

d du

ring

the

year

- -

- -

- -

- -

- -

1.6

2 1

.62

Oth

ers

-

-

-

-

-

-

-

-

-

-

(0.3

4) (0

.34)

Bala

nce

as a

t Mar

ch 3

1, 2

020

(3.6

6) (0

.41)

6.5

5 3

57.2

0 1

8.39

2

.28

26.

56

64.

03

1.2

0 5

2.00

7

72.8

3 1,

296.

97




17(b) OTHER EQUITY:

The Description of the nature and purpose of each reserve within other equity is as follows:

a) Securities premium: Securities premium is credited when shares are issued at premium. It is utilised in accordance with the provisions of the Companies Act 2013, to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

b) Capital redemption reserve: The capital redemption reserve is a non-distributable reserve and represents preference shares redeemed.

c) General reserve: The Company appropriates apportion to general reserve out of profits voluntarily and the said reserve is available for payment of dividend to shareholders/ issue of bonus shares.

d) Employee stock options reserve: The Company has share option schemes under which options to subscribe for the Company’s shares have been granted to certain executives and senior employees. The reserve is used to recognise the value of equity settled stock options provided to employees, including key management personnel, as part of their remuneration. Refer to Note 48 for further details of these plans.

e) Equity component of other financial instruments: Equity component of the other financial instruments is credited to other equity.

f) Capital reserve arising on amalgamation

Reserve created on account of merger of subsidiaries is not available for distribution of dividend and expected to remain invested permanently.

g) Foreign currency translation reserve:

This reserve is created due to changes in historic rates and closing rates of assets and liabilities of foreign operations.

h) Other comprehensive Income (OCI) amount pertaining to remeasurements of defined benefit liabilities/ (Asset) - comprises actuarial gain & losses.

i) Share pending issuance represents shares to be issued to a non-resident shareholder of transferor Company persuant to business combination (refer note 58)

17(c) DISTRIBUTION MADE

(All amounts in Indian ` Crore, unless otherwise stated



Cash dividends on equity shares declared and paid:

Final dividend for the year ended on March 31, 2020 ` Nil per share (March 31, 2019 ` 0.65/- per Share)

- 17.04

Interim dividend for the year ended on March 31, 2021 ` 0.35 per share (March 31, 2020 ` 0.40 per share)

9.52 10.49

Dividend distribution tax on above (DDT) - 5.42 9.52 32.95

Proposed Dividends on equity shares:Final dividend for the year ended on March 31, 2021 @ 0.50 per share (March 31, 2020 @ ` Nil per share)

13.60 -

13.60 -




18. NON-CURRENT BORROWINGS




Term loans

Secured From banks 404.30 565.37 From others 9.66 26.73 Less: Current maturities of long term borrowings (refer note 24) 121.50 104.03

292.46 488.07Term loans Unsecured From banks 12.00 10.63 Less: Current maturities of long term borrowings (refer note 24) 12.00 8.64

- 1.99 292.46 490.06


S.No Nature of security (including currentportion of term loan)

Terms of repayment and rate of interest As at March 31, 2021


1 Rupee term loan from HDFC Bank obtained by the Company is secured by: Movable Fixed assets ~First Pari passu charge on all movable property, plant and equipment of the Company Immovable Fixed assets~ First Pari passu charge on Immovable property, plant and equipment of the Company. Collateral Details - i) Village Nawada, Fatehpur, PO

Sikandarpur Badda, Manesar,Gurgaon

ii) 34-35 KM, GT Karnal Road, VillageRasoi, Distt. Sonepat, Haryana

iii) Plot No ME-I and ME-II, Sector- 2A,IMT Manesar

iv) Land & Bldg at Plot no. B-3, SIPCOTIndustrial Park at Pillaipakkam,Vengadu Taluk, Sriperumpudur

(v) Plot No 5, Sector 10, Industrial Area,IIE Pantnagar, Udham Singh Nagar,Uttrakhand and

vi) Plot No 5(A), , Sector 10, IndustrialArea, IIE Pantnagar, Udham SinghNagar, Uttrakhand.

Also, Negative Lien of i) Property No. B-6, MIDC, Chakan

Industrial Area, Mahalunge, TalukaKhed, measuring 9300 sq mt and11970 sq mt

ii) Property No. B-1/5 MIDC, ChakanIndustrial Area, Mahalunge, TalukaKhed, measuring 18022 sq mt.

Total loan sanctioned amounting to `100 Crore having tenure of 60 Months including moratorium of 18 months and repayment in 7 equal semi-annual payable post moratorium

75.00 100.00

Rate of interest- HDFC 1Y MCLR

NOTES TO STANDALONE FINANCIAL STATEMENTSFOR THE YEAR ENDED MARCH 31, 2021 (Contd.)



S.No Nature of security (including current portion of term loan)



2 Rupee term loan from Axis Bank obtained by the company is secured by: First pari passu charge on the property, plant and equipment of the Company i.e. plant and machinery including land & building as mentioned below:i) Village Nawada, Fatehpur, PO

Sikandarpur Badda, Manesar, Gurugram.

ii) 34-35 KM, GT Karnal Road, Village Rasoi, Distt. Sonepat, Haryana.

iii) Plot No.- 5, Sector-10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar

iv) Plot No 5(A), Sector 10, Industrial Area, IIE Pantnagar, Udham Singh Nagar, Uttrakhand.

v) Plot No ME-I and ME-II, Sector- 2A, IMT Manesar

Negative Lien on :i) Plot No. B-1/5, Chakan Industrial

Area, Nogoje, Taluka Khed, Puneii) B-6, MIDC Chakan Industrial Area,

Village Mahalunge, Taluka Khed, Distt. Pune.

Second pari passu charge on the entire current assets of the Company both present and future.

Total loan sanctioned amounting to ` 85 Crore having tenure of 5 years including moratorium of 6 months and repayment in 20 equal quarterly payable post moratorium

Rate of interest- 3M MCLR + 10bps

- 68.00

3 External Commercial Borrowing from HSBC Bank by the Company is secured by : First pari passu charge on the Property, Plant & Equipment of the Company i.e. plant and machinery including land & building as mentioned below:i) Village Nawada, Fatehpur, PO






vi) Plot no. B-3, SIPCOT Industrial Park at Pillaipakkam, Vengadu Taluk, Sriperumpudur




Total loan sanctioned amounting to USD 1 Crore having tenure of 60 month including moratorium of 12 months and repayment in 16 equal quarterly payable post moratorium

Rate of interest- 3 M LIBOR + 105 bps

45.94 65.96







4 External Commercial Borrowing from Citi Bank N.A. obtained by the Company is secured by: First pari passu charge on the property, plant and equipment of the Company i.e. plant and machinery including land & building as mentioned below:i) Village Nawada, Fatehpur, PO




iv) Plot No 5(A), , Sector 10, Industrial Area, IIE Pantnagar, Udham Singh Nagar, Uttrakhand.


Total loan sanctioned amounting to USD 0.8 Crore having tenure of 5 Years including moratorium of 12 months and repayment in 17 equal quarterly payable post moratorium


32.53 46.70

5 External Commercial Borrowing from HSBC Bank is secured by : First Parri Passu charge on entire block of Movable property, plant and equipment except those wherein lenders have exclusive charge.First Pari passu charge on Equitable Mortgage at below locations:i) Village Nawada, Fatehpur, PO










Total loan sanctioned amounting to USD 1.50 Crore having tenure of 75 month including moratorium of 15 months and repayment in 20 equal quarterly payable post moratorium


110.26 113.08







6 External Commercial Borrowing from Citi Bank is secured by : First pari passu charge on all movable and all immovable property, plant and equipments of the Company as below;i) Village Nawada, Fatehpur, PO



iii) Plot no. -5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar, Uttaranchal

iv) Plot no. 5A, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar, Uttaranchal.

v) Plot No ME-I and ME-II, Sector 2A, IMT Manesar, Gurugram.




Village Mahalunge, Taluka Khed, Distt.Pune.

Second pari passu charge on all present and future current assets of the Company

Total loan sanctioned amounting to USD 1.40 Crore having tenure of 5 Years including moratorium of 18 months and repayment in 14 equal quarterly installments post moratorium


95.56 105.54

7 Rupee term loan from Axis Bank obtained by the Company is secured by: First pari passu charge on the property, plant and equipment of the Company i.e. plant and machinery including land & building as mentinoed below:i) Village Nawada, Fatehpur, PO



ii) Plot No.- 5, Sector-10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar


v) Plot No ME-I and ME-II, Sector-2A, IMT Manesar

vi) Plot no. B-3, SIPCOT Industrial Park at Pillaipakkam, Vengadu Taluk, Sriperumpudur.





Total loan sanctioned amounting to ` 38 Crore having tenure of 5.5 years including moratorium of 18 months and repayment in 16 equal quarterly payable post moratorium

Rate of interest- 3 M MCLR + 10 bp

30.00 30.00







8 Rupee term loan from Axis Bank is secured by way of first paripassu charge on present and future movable assets of the Company (also refer note 55).(Primary Security) and equitable mortgage of land and building situated at Chakan. (Pune),Second charge by way of hypothecation of entire current assets of the Company

Loan 1- Total loan sanctioned amounting to ` 30 Crores of which loan of ` 15 Crores was availed in current year repayable in 24 quarterly instalments of ` 1.25 Crores each starting after 12 months from the date of first disbursement. Rate of interest : MCLR +1% , currently 8.8% p.a. Loan 2- Total loan sanctioned amounting to ` 22 Crores repayable in 20 quarterly instalment of ` 1.10 Crores each starting after 6 months from the date of first disbursement. Rate of interest : MCLR +1% , currently 8.8% p.a.

15.01 36.09

9 Term loan from Bajaj Finance Limited obtained by the Company is secured by exclusive charge by way of equitable mortgage of land and building located at Bahadurgarh (Haryana) of the company

Loan sanctioned amounting to ` 28 Crores, repayable in 22 quarterly instalments of ` 1.27 Crores starting from March 2020.Rate of interest : 9% p.a.

9.66 26.73

10 External commercial borrowings from Banco Balbao Vijcaya Argentaria S.A. (unsecured)

Total loan sanctioned amounting to EUR 0.45 Crore, repayable in 20 quarterly instalments from July, 2016. Rate of interest-1.79% p.a.

- 10.63

11 Term Loan from Axis Bank (Unsecured) Bullet Repayment after 1 years from date of respective drawdowns.Repo Rate + Spread 0.75%

12.00 -

Total 425.96 602.73

19. OTHER NON CURRENT FINANCIAL LIABILITIES




Deferred government grant 21.05 18.35 Deferred payment liabilities- Deferred liability (unsecured) 5.55 5.55 - Less: Current maturities of deferred payment liability (refer note 24) 3.85 3.06

1.70 2.49 Others 6.34 0.02

29.09 20.86


Particulars Terms of repayment and rate of interest As at March 31, 2021


Deferred payment credit from HSIIDC (Haryana State Industrial and Infrastructure Development Corporation Ltd.) by the Company.

Repayable in 10 half yearly instalment of ` 0.55 crore. Rate of interest- 12% p.a.

5.55 5.55

Total 5.55 5.55




20. LONG-TERM PROVISIONS




Provision for employee benefitsGratuity (refer note 43) 45.47 43.51 Compensated absences 17.02 14.09

62.49 57.60 OthersProvision for warranty (refer note 46) 0.95 0.77 Provision for Pension (refer note 43) 4.01 4.03

67.45 62.40

21. DEFERRED TAX LIABILITIES (NET)




Deferred tax liabilitiesDifferences between written down value of Property, plant & equipment and intangible assets as per Companies Act and Income Tax Act

79.78 73.27

79.78 73.27 Deferred tax assetsProvision for employee benefits 33.54 28.35 Others 14.83 19.70

48.37 48.05Total (A) 31.41 25.22- MAT credit entitlement (B) 13.54 15.28Deferred tax assets/ (liabilities)- Net (A-B) 17.87 9.94

Movement in deferred tax assets / (liabilities)(All amounts in Indian ` Crore, unless otherwise stated)

Particulars Property, plant & equipments and intangible assets

Provision for employee benefits

Others MAT credit entitlement

Total

As at April 01, 2019 (as earlier published) (33.72) 22.01 2.11 18.33 8.73 Effect of business combination (refer note 58) (25.24) 1.42 1.25 3.28 (19.29)

As at 01 April 01, 2019 (58.96) 23.43 3.36 21.61 (10.56)(Charged)/credited:to statement of profit or loss (14.31) 2.61 15.52 (1.73) 2.09

to other comprehensive income - 2.31 - - 2.31

Utilisation - - - (4.77) (4.77)

Others - - 0.82 0.17 0.99 As at March 31, 2020 (73.27) 28.35 19.70 15.28 (9.94)(Charged)/credited:to statement of profit or loss (6.51) 6.48 (4.87) (11.84) (16.74)

to other comprehensive income - (1.29) - - (1.29)

Utilisation -

Others - - - 10.10 10.10 As at March 31, 2021 (79.78) 33.54 14.83 13.54 (17.87)




22. SHORT-TERM BORROWINGS




Loans repayable on demand from banks (secured)* 81.96 87.36 from banks (unsecured)** 71.90 6.06 from others (unsecured)*** 68.00 35.00

221.86 128.42

S.No Bank Name (facility) Nature of security As at March 31, 2021


*Secured loan from Banks:1 "HDFC Bank (Cash Credit) is secured by:

First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipment of the Company as per detailed below:a) 34-35 K.M. G.T. Karnal Road, Rasoi, Sonipatb) Immovable property at village Nawada Fatehpur, Manesar, Gurugramc) Plot no. 5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh

Nagar, Uttaranchal.d) Plot no. 5A, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh

Nagar, Uttaranchal.e) Plot No ME-I and ME-II, Sector 2A, IMT Manesar, Gurugram. Negative lien on the following properties: a) Property at B-6, MIDC, Chakan Industrial Area, Village mahalunge, Taluka

Khed, Distt. Pune.b) Property at B-1/5, MIDC Chakan Industrial Area, Village Nagoje, Taluka-

Khed, Distt. Pune.

33.25 31.24

2 Citibank (Cash Credit) is secured by: First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipment of the Company as per detailed below:a) 34-35 K.M. G.T. Karnal Road, Rasoi, Sonipatb) Immovable property at village Nawada Fatehpur, Manesar, Gurugramc) Plot no. 5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh




Khed, Distt. Pune.

14.00 -






3 State Bank of India (Cash Credit) is secured by: First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipment of the Company as per detailed below:

a) 34-35 K.M. G.T. Karnal Road, Rasoi, Sonipat

b) Immovable property at village Nawada Fatehpur, Manesar, Gurugram

c) Plot no. 5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar, Uttaranchal.

d) Plot no. 5A, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar, Uttaranchal.

e) Plot No ME-I and ME-II, Sector 2A, IMT Manesar, Gurugram. Negative lien on the following properties:

a) Property at B-6, MIDC, Chakan Industrial Area, Village mahalunge, Taluka Khed, Distt. Pune.

b) Property at B-1/5, MIDC Chakan Industrial Area, Village Nagoje, Taluka-Khed, Distt. Pune.

10.70 24.84

4 Canara Bank (Cash Credit) is secured by: First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipment of the Company as per detailed below:








6.25 4.54

5 Standard Chartered Bank (Cash Credit) is secured by: First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipment of the Company as per detailed below:






f) Property at B-6, MIDC, Chakan Industrial Area, Village mahalunge, Taluka Khed, Distt. Pune.

g) Property at B-1/5, MIDC Chakan Industrial Area, Village Nagoje, Taluka-Khed, Distt. Pune.

12.00 0.50






6 Axis Bank rate of interest : MCLR (3M) + 100 bps i.e. 9.50% pa.- obtained by the Company is secured by:a) First charge by the way of hypothecation on the entire current assets of the

Company (Bawal & Hosur) both present & future.b) First charge by the way of hypothecation on the entire moveable fixed

assets of the Company (Bawal & Hosur) both present & future.c) Equitable mortgage on land and building both present & future of Hosur

Plant situated at Upparapalli, Mathagondapalli, thally Road, Hosur, Tamilnadu,India.

d) Equitable mortgage on land and building both present & future of Bawal Plant situated at 323, Phase II/IV, Sector-3, Industrial Growth Centre, Bawal Distt. Rewari, Haryana, India.

e) Hypothecation on all movable fixed assets (except vehicles) of the borrower both present & future. Further secured by way of hypothecation on borrower’s entire stocks of raw materials, semi-finished and finished goods, consumable, stores and spares and such other movables including book-debts, bills whether documentary or clean, outstanding monies, receivables both present and future.

- 3.70

7 Working capital and PCFC credit from Citi Bank N.A. is secured byExclusive charge on all present and future stock and book debts of the Company.( PCFC Loan in foreign currency ` Nil., Working capital loan Nil, Buyers credit ` Nil.) (March 31, 2020- PCFC Loan in foreign currency ` 4.60 crores., Working capital loan ` Nil, Buyers credit `. 3.19 crore.)

- 7.79

8 Working Capital Demand LoanSecured by a First Charge on entire current assets of the company, both present and future Primary security (for CC): First charge (hypothecation) on all the current assets of the company including stock, work-in -progress, book debt (both current and non-current), both present and future.

- 14.75

9 Short term loan from HDFC Bank obtained by the company Includes obligation against bills discounted and remaining unpaid as at year end

5.76 -

**Unsecured Loan from Banks1 Working capital loan from Kotak Mahindra Bank is repayable maximum within

90 days 9.50 -

2 Commercial Paper from Kotak Mahindra Bank 50.00 - 3 Packing Credit loan from HDFC Bank 12.40 6.06

***Unsecured Loan from Others1 Working capital loan from Bajaj Finance Limited is repayable maximum within

60-180 days. 68.00 35.00

Total 221.86 128.42


23. TRADE PAYABLES




Trade payables(a) Total outstanding dues of micro enterprises and small enterprises (refer

note 45) 142.38 80.20

(b) Total outstanding dues of creditors other than micro and small enterprises* 637.90 630.96 780.28 711.16

The Company’s exposure to currency and liquidity risks related to the above financial liabilities is disclosed in Note 50.

* Includes Acceptances amounting to ` Nil (previous year ` 5.88 Crore)



24. OTHER FINANCIAL LIABILITIES (CURRENT)




Current maturities of non-current borrowings (refer note 18) 133.50 112.67 Current portion of deferred payment liabilities (refer note 19) 3.85 3.62 Interest accrued but not due on non-current borrowings 2.65 4.33 Payable for purchase consideration (refer note 58) 463.88 463.88 Unpaid dividend * 0.74 0.75 Capital creditors 16.00 12.47 OthersTrade/ security deposit received 0.83 0.91 Payable to employees 16.99 14.50

638.44 613.13 * Does not include any amount payable to Investor Education and Protection Fund

25. OTHER LIABILITIES (CURRENT)




Advance from customers (contract liability) 31.01 47.35 Others - Derivative liability 0.05 0.23 - Statutory dues 32.00 30.14

63.06 77.72

26. SHORT-TERM PROVISIONS




Provision for employee benefits Gratuity (refer note 43) 3.17 3.50 Compensated absences 9.68 8.14

12.85 11.64 OthersProvision for warranty (refer note 46) 7.72 5.47

7.72 5.47

20.57 17.11

27. ASSET HELD FOR SALE

The Company is having a land under lease hold arrangement with Maharashtra Industrial Development Corporation for a period of 99 years. The Company has entered into sale agreement for disposal of said land as per the term and condition agreed.

Pursuant to the above, the said building have been reclassified from “Property, plant and equipment” to “Non-current assets held for sale” amounting to ` 0.75 crore and the said land has been reclassified from “Right-of-use assets” to “Non-current assets” held for sale amounting to ` 6.74 crores at an agreeed sale value of ` 8 Crores. Also, the Company has received advance amounting to ` 4.34 crores which is disclosed separately in balance sheet as "Liabilities related to assets held for sale". Appropriate accounting for Gain on sale of property, plant and equipment will be carried out at the time of completion of sale transaction.




28. REVENUE FROM OPERATIONS




Revenue from contract with customers ` Sale of products 3,524.32 3,388.40 Sale of services 113.56 87.57

Other operating revenues 62.77 48.74 3,700.64 3,524.72

28.1. REVENUE BASED ON GEOGRAPHICAL LOCATION




Within India 3,441.86 3,343.93 Outside India 258.78 180.79

3,700.64 3,524.72

29. OTHER INCOME




Interest income on deposits 1.99 3.02Net gain on foreign currency fluctuations 8.17 0.09 Net profit on sale of property, plant and equipment 4.47 8.67 Dividend income from non-current investments 19.98 32.88 Share in profit from partnership firms 8.50 7.40 Mark to market gain on forward contract 0.56 7.08 Lease rent 1.89 1.70 Other non-operating income-Liabilities / provisions no longer required written back 1.26 0.33 -Profit from sale of current investment 4.30 - -Miscellaneous income 3.50 3.68

54.62 64.85

30. COST OF MATERIALS CONSUMED




Raw materials (including purchased components and packing material consumed)Opening balance 120.01 134.43 Add: Purchases 2,036.84 1,823.58 Less: Closing balance 162.45 120.01

1,994.40 1,837.99




31. PURCHASES OF STOCK IN TRADE




Purchases of stock in trade 465.47 472.79 465.47 472.79

32. CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK IN TRADE AND WORK IN PROGRESS




Inventories at the end of the year:Work-in-progress 47.52 27.86 Finished goods 53.54 39.18 Stock-in-trade 65.67 61.18

166.73 128.22Inventories at the beginning of the year:Work-in-progress 27.86 31.72 Finished goods 39.18 46.65 Stock-in-trade 61.18 29.22

128.22 107.59 Net (increase) / decrease in inventories (38.51) (20.63)

33. EMPLOYEE BENEFITS EXPENSE




Salaries and wages 415.01 406.22 Employees stock compensation expense (refer note 48) 1.05 1.01 Contribution to provident and other funds 39.35 38.26 Staff welfare expense 28.64 29.69

484.05 475.18

34. FINANCE COSTS




Interest expense on borrowings 34.66 44.50 Interest expense on lease liabilities 2.18 2.41 Other borrowing costs 1.69 2.11

38.53 49.02

35. DEPRECIATION AND AMORTISATION EXPENSE




Depreciation on property, plant and equipment 140.27 124.15 Amortisation on intangible assets 29.27 25.03 Depreciation on right-of-use assets 8.31 6.92

177.85 156.10




36. OTHER EXPENSES




Consumption of stores and spare parts 60.23 67.47 Power and fuel 81.56 71.75 Rent (Refer note 47) 19.27 24.41 Repairs and maintenance:

Buildings 9.75 8.19 Machinery 22.72 25.01 Others 3.07 3.19 Rates and taxes 1.62 2.25 Travelling and conveyance 26.14 40.86 Legal and professional charges* 21.13 24.78 Insurance 5.10 4.83 Director's sitting fee 0.30 0.29 Advertisement and sales promotion 10.21 7.38 Printing and stationery 2.02 2.26 Write off / Provision for doubtful trade and other receivables, loans and advances (net)

4.47 2.70

Corporate social responsibility expense and donations** 3.66 4.84 Mark to market loss on forward contract 5.60 - Warranty (refer note 46) 4.24 6.61Job work charges 36.44 39.66 Royalty expenses 3.81 0.77 Freight and other distribution overheads 79.07 59.49 Net change in fair value of investments measured at FVTPL - 3.55 Property, plant and equipment scrapped/ written off 1.39 0.81 Net loss on foreign currency fluctuations - 18.51 Miscellaneous expenses 54.23 44.45

456.03 464.06 Note:Includes payments to the Auditors (excluding taxes)Statutory audit 1.36 1.28 Limited review 0.42 0.46 Certification and others 0.61 0.38 Reimbursement of expenses 0.09 0.33

2.48 2.45Others (not included in payments to auditors above )#Other services 0.85 - Reimbursment of expenses 0.03 -

0.88 - # Included in Rights Issue expenses under other equity.** Corporate social responsibility expenditure




a) Gross amount required to be spent by the Company during the year as per Section 135 of the Act

3.66 4.84

b) Amount approved by the Board 3.66 4.84 c) Actual amount spent during the year on:






(i) Construction/acquisition of an asset - (ii) On purposes other than (i) above # 3.26 4.84

d) Unspent Amount provided for* 0.40 -

The Company has transferred unspent amount to a separate bank account in terms of Section 135(5) of the Companies Act,

2013 on April, 30, 2021.

37. EXCEPTIONAL ITEMS




Acquisition / amalgamation related expenses * - 33.36 Impairment of investment in Associate Company (refer note 4) - 8.29 Impairment of investment in Joint Venture (refer note 4) 10.00 - Impairment of property, plant and equipment - 1.10

10.00 42.75 *includes acquisition related cost and stamp duty

38. EARNINGS PER SHARE




Net profit after tax as per Standalone Statement of Profit and loss 118.98 89.17 Weighted average number of Equity Shares (in Nos.):- Basic 26,73,78,821 26,22,16,965 - Diluted 27,86,87,216 27,47,86,257 Basic earnings per share in rupees (Face value ` 2 per share) (In rupees) 4.45 3.40 Diluted earnings per share in rupees (Face value ` 2 per share) (In rupees) 4.27 3.25 Calculation of weighted average number of sharesFor basic earnings per share

Opening balance of equity shares 26,22,16,965 26,22,16,965 Issued during the year 97,11,739 - Closing balance of equity shares 27,19,28,704 26,22,16,965 Weighted average number of equity share 26,73,78,821 26,22,16,965 For diluted earnings per shareNo. of Equity Shares (weighted average) 26,73,78,821 26,22,16,965 Dilution of equity 1,13,08,395 1,25,69,292 Weighted average number of equity share 27,86,87,216 27,47,86,257

39. CONTINGENT LIABILITIES

(a) Claims made against the Company not acknowledged as debts (including interest, wherever applicable):




Income tax matters * 9.30 10.92

Excise / Sales tax / Service tax / GST matters** 10.51 11.12

Others 1.48 1.48

Total 21.29 23.51

* The Company has ongoing disputes with income tax authorities relating to tax treatment of certain items. These mainly




include disallowed expenses, the tax treatment of certain expenses claimed by the Company as deductions and the computation of, or eligibility of, the Company’s use of certain tax incentives or allowances. The Company has a right of appeal to the Commissioner of Income Tax (Appeals), or CIT (A), the Dispute Resolution Panel, or DRP, and to the Income Tax Appellate Tribunal, or ITAT, against adverse decisions by the assessing officer, DRP or CIT (A), as applicable. The income tax authorities have similar rights of appeal to the ITAT against adverse decisions by the CIT (A) or DRP. The Company has a further right of appeal to the High Court or the Hon’ble Supreme Court against adverse decisions by the appellate authorities for matters involving substantial question of law. The income tax authorities have similar rights of appeal. As at March 31, 2021, there are pending disputes amounting to ` 9.30 crores (Previous year ` 10.92 crores).

** Includes show cause demand on applicability of excise duty on designs provided by the customer ` 4.43 crores (Previous year ` 4.43 crores).

Future cash outflows in respect of the above would be determinable on finalization of judgments /decisions pending with various forums / authorities.

(b) Corporate guarantees given by the Company and outstanding as at March 31, 2021 amounting to ` 130.73 crores (` 131.81 crores as on March 31, 2020) in respect of loans taken by related parties. Further, the Company has also provided ‘letter of comfort’ amounting to ̀ 16.36 crores (previous year ̀ 16.36 crore as on March 31, 2020) in respect of loans taken by related party from banks.

(c) Liability of customs duty towards export obligation undertaken by the Company under “Export Promotion Capital Goods Scheme (EPCG)” amounting to ` 6.60 crores (` 9.90 crores as on March 31, 2020).

As per the EPCG terms and conditions, Company needs to export ` 39.59 crores (` 59.40 crores as on March 31, 2020) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. If the Company does not export goods in prescribed time, then the Company may have to pay interest and penalty thereon.

(d) The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision is pending before the SC for disposal. Further, there are interpretative challenges and considerable uncertainty, including estimating the amount retrospectively

Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect has been provided for in the standalone financial statements

(e) The Company has given letter of support to Minda Storage Batteries Private Limited, Minda Katolec Electronics Services Private Limited, Global Mazinkert S.L., iSYS RTS, GmbH, Kosei Minda Mould Private Limited and Minda Onkyo India Private Limited considering the financial situation of these companies.

40. CAPITAL AND OTHER COMMITMENTS (NET OF ADVANCE)

a) Estimated amount of contracts remaining to be executed on account of capital and other commitments (net of advance and not provided for as at March 31, 2021 aggregates to ` 12.40 crores (March 31, 2020: ` 48.54 crores).

b) Estimated amount of investment to be made as per government incentive scheme is ` 199.34 crores (` 318.94 crores as at March 31, 2020).


41. During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to ` 0.39 crore towards revised CLU (change of land use) charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurugram, and Haryana (Manesar land). The Company paid ` 0.02 crore and had also filed a Special Leave Petition (SLP) with the Hon’ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited ` 0.09 crore as under protest with the authorities. During the previous years, the Company had filed a writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had asked Town and Country Planning, Chandigarh to review and waive of the liability of remaining balance of ` 0.28 crore and the interest thereon amounting to ` 0.50 crore (previous year ` 0.47 crore) towards revised CLU charges after adjusting the amount of ` 0.11 crore paid earlier.

The Company had applied for grant of license under ‘Affordable Housing Policy- 2013’ on the land measuring 5 acres in Manesar land and paid scrutiny fee (non-refundable) amounting to ` 0.03 crore in this respect, which was received during the earlier year. The Company had paid ` 0.43 crore towards CLU charges during the previous year. The Company had further applied for grant of similar license on additional land measuring 5 acres in Manesar land.



42. SEGMENT INFORMATION As per Ind AS 108 Operating Segment, segment information has been provided under notes to Consolidated Financial

Statements.

43. DISCLOSURE PURSUANT TO IND AS 19 ON “EMPLOYEE BENEFITS”

A. Defined benefit plan

Define benefit includes

The Company operates following defined benefit obligations:

a) Defined benefit plans such as gratuity and

b) Pension for its eligible employees,

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972 (as amended). Employees in continous service for period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed propotionety for 15 days salary multiplied for the number of completed years of service.

(i) Risk exposure

Inherent risk

These plans are defined benefit in nature which is sponsored by the Company and hence it underwrites all the risks pertaining to the plan. In particular, this exposes the Company to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

Salary inflation risk

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.


During the previous year, the Company had applied for migration of license received under ‘Affordable Housing Policy- 2013’ admeasuring 5 acres to “Deen Dayal Awas Yojna Scheme” of the Government and withdrawn other pending applications. Further, the Company had applied for Manesar land admeasuring 10 acres (including share of a subsidiary “Mindarika Private Limited”) under “Deen Dayal Awas Yojna Scheme” and paid application money of ` 0.92 Crores.

During the previous year, the Company had considered the option of re-locating the manufacturing units from Sector 81, Gurgaon to Bawal, Dharuhera, IMT Manesar, Farrukhnagar. The Company considered factors such as price, distance and convenience of employees and other stake holders’ and was of the view that shifting to Farrukhnagar would be a suitable option. In this respect, the Company had approached certain related parties who had land admeasuring 14.37 acres in Farrukhnagar, Haryana (which is close to existing Manesar plant) and took land on lease for 99 years at a lump-sum rent of ` 0.05 Crores for entire tenure. The Company will apply CLU (change of land use from agricultural to industrial) for Farrukhnagar land. Post approval of CLU, the Company will cancel the lease and purchase the land at fair market price as determined by registered valuer.



(II) CHANGES IN DEFINED BENEFIT OBLIGATION:(All amounts in Indian ` Crore, unless otherwise stated)

Particulars Pension Benefits Gratuity BenefitsFor the year

ended March 31, 2021

For the year ended March

31, 2020


31, 2021


31, 2020Present value of obligation as at the beginning of the year 4.03 3.33 57.74 43.73 Current service cost - - 7.09 6.66 Interest cost 0.30 0.22 3.94 3.38 Re-measurement / Actuarial (gain) or loss: - change in demographic assumptions - - - - - change in financial assumptions (0.17) 0.57 (0.22) 5.92 - experience variance (0.15) (0.09) (3.40) (0.70) - others - - - - Past service cost - - - - Benefits paid - - (3.82) (2.17)Transfer in/(out) liability - - (0.70) 0.91 Present value of obligation as at the end of year 4.01 4.03 60.63 57.73 - Long term 4.01 4.03 57.46 54.23 - Short term - - 3.17 3.50

(iii) Changes in the fair value of plan assets: The Company is maintaining its gratuity fund with L.I.C. through Gratuity Trust.

(All amounts in Indian ` Crore, unless otherwise stated)Particulars Pension Benefits Gratuity Benefits


31, 2021


31, 2020


31, 2021


31, 2020Fair value of plan assets at the beginning of the year - - 10.72 10.76 Return on plan assets/ Investment income - - 0.76 0.79 Actuarial gain/loss for the year - - 0.08 0.05 Employer contributions - - 0.98 - Benefits paid - - (0.55) (0.88)Fair value of plan assets at the end of the year - - 11.99 10.72

(iv) The amounts recognised in the standalone balance sheet are as follows: (All amounts in Indian ` Crore, unless otherwise stated)




31, 2020


31, 2021


31, 2020Present value of obligation as at the end of the year (4.01) (4.03) (60.63) (57.73)Fair value of plan assets as at the end of the year - - 11.99 10.72 Unfunded status (4.01) (4.03) (48.64) (47.01)Net asset/(liability) recognized in standalone balance sheet (4.01) (4.03) (48.64) (47.01)

(v) Expenses recognised in the standalone statement of profit and loss:(All amounts in Indian ` Crore, unless otherwise stated)




31, 2020


31, 2021


31, 2020Current service cost - - 7.09 6.66 Interest cost 0.30 0.22 3.94 3.38 Return on investment - - (0.76) (0.79)Expenses recognized in the standalone statement of profit and loss 0.30 0.22 10.27 9.25




(vi) Re-measurements recognised in other comprehensive income (OCI): (All amounts in Indian ` Crore, unless otherwise stated)




31, 2020


31, 2021


31, 2020Actuarial (gains) / losses - change in demographic assumptions - - - - - change in financial assumptions (0.17) 0.57 (0.22) 5.92 - experience variance (i.e. Actual experience vs assumptions) (0.16) (0.09) (3.40) (0.70)Components of defined benefit costs recognised in other comprehensive income

(0.33) 0.48 (3.62) 5.21

(vii) Maturity profile of defined benefit obligation:

Weighted Average duration (based on discounted cash flows): 14 Years

((All amounts in Indian ` Crore, unless otherwise stated)Particulars Pension Benefits Gratuity Benefits


31, 2021


31, 2020


31, 2021


31, 2020Within 1 year 0.27 0.34 3.17 3.94 2 to 5 years 0.97 0.86 11.37 10.00 6 to 10 years 1.94 1.79 22.75 20.87 More than 10 years 11.19 11.20 131.35 130.49

(viii) Principal actuarial assumptions at the balance sheet date are as follows:

a) Economic assumptions:

The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities and the salary growth rate taking account of inflation, seniority, promotion and other relevant factors on long term basis.



31, 2021


31, 2020


31, 2021


31, 2020Discount rate 5.91% 6.28% 6.80% -6.94% 6.64% -6.85%Future salary increase 5.50% 5.50% 5.50% - 8.00% 5.50% - 8.00%Expected return on plan assets - - 8.00% 8.00%

b) Demographic assumptions:



31, 2021


31, 2020


31, 2021


31, 2020i) Retirement Age (Years) 58.00 58.00 58.00 58.00ii) Mortality Table "IALM

(2012-14)""IALM

(2012-14)""IALM

(2012-14)"iii) Ages Withdrawal

Rate (%)Withdrawal

Rate (%) Up to 30 years 3.00 3.00 3.00 3.00 From 31 to 44 years 2.00 2.00 2.00 2.00 Above 44 years 1.00 1.00 1.00 1.00




(ix) Sensitivity analysis for significant assumptions:

Increase/(Decrease) on present value of defined benefits obligation at the end of the year



31, 2021


31, 2020


31, 2021


31, 20201% increase in discount rate (0.53) (0.60) (53.56) (46.96)1% decrease in discount rate 0.73 0.57 68.56 61.05 1% increase in salary escalation rate 0.67 0.75 67.61 60.07 1% decrease in salary escalation rate (0.62) (0.49) (54.12) (47.55)50% increase in attrition rate (0.60) (0.52) (59.88) (52.48)50% decrease in attrition rate 0.61 0.53 60.86 53.39 10% increase in mortality rate (0.60) (0.53) (60.35) (52.87)10% decrease in mortality rate 0.60 0.53 60.36 52.88

(x) Enterprise best estimate of contribution during the next year is


Particulars AmountGratuity 55.69

B. Defined contribution plan An amount of ` 17.10 Crores (previous year ` 18.87 Crores) for the year, has been recognized as an expense in respect of the Company’s contribution towards Provident Fund, deposited with the Government authorities and has been included under employee benefits expense in the Statement of Profit and Loss. An amount of ` 0.49 Crores (previous year ` 0.51 Crores) for the year, has been recognized as an expense in respect of the Company’s contribution towards Superannuation Fund, and has been included under employee benefits expense in the Statement of Profit and Loss. Further an amount of ` 1.85 Crores (previous year ` 1.92 Crores) for the year, has been recognized as an expense in respect of the Company’s contribution towards ESI Fund, and has been included under employee benefits expense in the Statement of Profit and Loss.

44. INCOME TAXES

Reconciliation of effective tax rate: (All amounts in Indian ` Crore, unless otherwise stated)



Profit before income tax expense (inclusive of other comprehensive income)

171.38 106.21

Tax at India's tax rate of 34.944% (previous year 34.944%) 59.89 37.11

Tax effect of amount due to exempt income (9.94) -

Tax on foreign dividend - (3.79)

Weighted deduction for expenditure incurred on research and development

- (11.48)

Others (0.19) (1.01)

Income tax expense (inclusive of other comprehensive income tax component)

49.76 20.83

45. The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum number as allocated after filing of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the year-end has been made based on information received and available with the Company.





Particulars March 31, 2021 March 31, 2020

The amounts remaining unpaid to micro and small suppliers as at the end of the year

- Principal 141.76 79.91

- Interest 0.62 0.29

The amount of interest paid by the buyer as per the Micro Small and Medium Enterprises Development Act, 2006 (MSMED Act 2006)

0.82 0.04

The Amounts of the payments made to micro and small suppliers beyond the appointed day during the year

68.10 184.77

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act 2006

0.18 1.57

The amount of interest accrued and remaining unpaid at the end of the year 0.33 1.86

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under the MSMED Act 2006

0.03 -

46. PROVISION FOR CONTINGENCIES

WarrantyThe Company has made warranty provision on account of sale of products with warranty clause. These provisions are based on management’s best estimate and past trends. Actual expenses for warranty are charged directly against the provision. Un-utilised provision is reversed on expiry of the warranty period. The movement of the provision is as follows:




Balance as at beginning of the year 6.24 4.25

Add: Provision made during the year 4.24 6.61

Less: Utilized during the year (1.81) (4.62)

Balance as at the end of the year 8.67 6.24

Non-current 0.95 0.77

Current 7.72 5.47

47. LEASE

(i) Amount recognised in Balance sheet:

The balance sheet shows the following amount related to leases :




Right of use assets

Leasehold land 71.45 72.17

Builidng 14.03 22.33

Plant and Machinery 6.00 0.08

Total 91.48 94.58




The following is the break-up of current and non-current lease liabilities:




Current lease liabilities 6.62 7.15

Non-current lease liabilities 16.94 22.36

Total 23.56 29.51

The maturity analysis of lease liabilities are disclosed in note 50

The movement in lease liablities is as follows:




Balance at the beginning 29.51 -

Transition adjustment of Ind AS 116 - 22.56

Effect of business combination (refer note 58) - 1.69

Addition during the year 7.53 6.91

Deletion/ Adjustment during the year (7.99) (0.24)

Finance cost accrued during the year 2.18 2.41

Payment of lease liabilities (7.67) (3.82)

Balance at the end 23.56 29.51

(ii) Amount recognised in the statement of Profit and loss :

The statement of Profit and loss shows the following amount related to leases :




Depreciation charge of right of use assets

Leasehold land 0.72 0.63

Builidng 5.97 5.87

Plant and Machinery 1.62 0.42

Total 8.31 6.92

Expense related to Short term leases:




Rent expense (refer note 36) 19.27 24.41

(iii) Lease commitments are the undiscounted future cash out flows from the lease contracts which are recorded in the

measurement of lease liabilities. These include potential future payments related to leases with term less than twelve

months and leases of low value assets.




Payable within one year 6.49 6.50

Payable between one to five years 8.24 8.08

Payable after five years 47.26 43.89

Total 61.99 58.47





48. SHARE BASED PAYMENTS

(a) UNO Minda Employee Stock Option Scheme – 2019“The shareholders of the Company had approved the UNO Minda Employee Stock Option Scheme – 2019 (herein referred as UNOMINDA ESOS-2019) through postal ballot resolution dated March 25, 2019.

During the previous year, the NRC had approved and granted options to Eligible Employees of the Company and its Subsidiaries.The plan envisaged grant of stock options to eligible employees at market price in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.”

This scheme provided for conditional grant of stock options at nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of equity shares to be granted under the scheme shall not exceed 7,866,500 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and amendments thereof from time to time.

Particulars Scheme NameScheme Minda Employee Stock

Option Scheme 2019Year 2019-20

Date of Grant May 16, 2019 & January 28, 2021

No. of options granted 10,12,259

Vesting conditions Achieving target of market capitalisation

of the Company on or before May 31, 2022

Exercise period 2 Year from the date of vesting

Exercise price (`) per share 325/-

Fair value of the option on the date of grant (`) per share 41.31/-

No. of Share outstanding at year end for Minda Employee Stock Option Scheme 2019




Outstanding at the beginning of the year 10,12,259 -

Granted during the year 88,325.00 10,12,259

Forfeited/ Expired during the year 25,272.00 -

Exercised during the year* - -

Exercisable at the end of the year - -

Outstanding at the end of the year 10,75,312 10,12,259

Weighted average exercise price during the year (`) per share NA NA

Fair valuation The fair value of options has been done by an independent merchant banker on the date of grant using the Binomial Model.

The following assumptions were used for calculation of fair value of grants:


ParticularsRisk-free interest rate (%) 7.13%Expected life of options (years) [(year to vesting) + (contractual option term)/2] 4 yearsExpected volatility (%) 41%Dividend yield 0.63%Share Price as on grant date 318/-



The Risk free rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities or 10 years Government bonds. Volatility calculation is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the period.The measure volatility is used in option- pricing model is the annualised standard deviation of the continuously compounded rate of the return of the stock over a period of time. The dividend yield for the year is derived by dividing the dividend for the period with the current market price.

49. The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

50. FINANCIAL RISK MANAGEMENT OBJECTIVESThe Company as an active supplier for the automobile industry expose its business and products to various market risks, credit risk and liquidity risk. The Company’s decentralised management structure with the main activities in the plants make necessary organised risk management system. The regulations, instructions, implementation rules and in particular, the regular communication throughout the tightly controlled management process consisting of planning, controlling and monitoring collectively form the risk management system used to define, record and minimise operating, financial and strategic risks. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks:

a) Market riskMarket risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and price risks, such as equity price risk and commodity price risk. The sensitivity analyses in the following sections relate to the position as at March 31 2021. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.

(i) Foreign currency risk

The Company’s risk management policy is to hedge a part of its estimated foreign currency exposure in respect of forecast sales and purchases. The Company uses forward exchange contracts and currency options to hedge its currency risk.


Nature of contracts Currency Hedged

Outstanding Foreign Currency

amount as at March 31, 2021*

Amount (`)



Amount (`)

Forward exchange contracts ( Trade Receivables) USD 29,73,193 21.85 12,05,163 9.09

Forward exchange contracts (Trade Receivables) EURO 3,90,000 3.36 - -

Forward exchange contracts (Trade Payables) USD - - 9,79,400 7.38

Currency options (to hedge the ECB loan) USD 1,06,75,100 78.43 1,49,45,140 112.67

Currency options (to hedge the ECB loan) EURO - - 6,40,000 5.32

* Foreign currency figures in absolute



Particulars of un-hedged foreign currency exposure(All amounts in Indian ` Crore, unless otherwise stated)

As at March 31, 2021 As at March 31, 2020Currency Foreign

currency in Crores

Exchange rate (in `)

Amount Foreign currency

Amount in Crores


Amount

Trade receivablesUSD 0.74 73.50 54.09 0.35 75.39 26.24EUR 0.23 86.10 19.96 0.24 83.05 19.68JPY 4.51 0.66 2.99 0.56 0.70 0.39 GBP 0.00 100.95 0.02 0.00 93.08 0.09 Trade payable & Capital creditors USD 0.82 73.50 60.28 0.57 75.39 43.07JPY 0.28 0.66 0.19 7.38 0.70 5.14 EUR 0.11 86.10 9.25 0.09 83.05 7.57TWD 0.04 2.57 0.10 0.05 2.24 0.12 GBP 0.00 100.95 0.09 - - - SEK 0.00 8.38 0.02 - - - Advance to vendors EUR 0.01 86.10 1.00 0.00 83.05 0.04 USD 0.15 73.50 11.38 0.25 75.39 18.52 GBP - 100.95 - 0.00 93.08 0.02 JPY 0.45 0.66 0.30 0.02 0.70 0.02 Advance from customers USD 0.01 73.50 0.99 0.01 75.39 0.43 EUR 0.00 86.10 0.26 - 83.05 - Bank balances TWD 0.03 2.57 0.09 0.00 2.24 0.01 USD 0.01 73.50 1.08 0.07 75.39 5.39 JPY 0.06 0.66 0.04 3.30 0.70 2.30 EUR - 86.10 - 0.03 83.05 2.90 Borrowings USD 2.80 73.50 205.81 2.96 75.39 222.91 EUR - 86.10 - 0.10 83.05 7.95

Foreign currency risk sensitivityThe following tables demonstrate the sensitivity to a reasonably possible change in currency exchange rates, with all other variables held constant. The impact on the Company profit before tax is due to changes in the fair value of monetary assets and liabilities.

(All amounts in Indian ` Crore, unless otherwise stated)Exposure gain/(loss) As at March 31, 2021 As at March 31, 2020Particulars Change +1% Change -1% Change +1% Change -1%Trade receivables USD 0.54 (0.54) 0.26 (0.26)EUR 0.20 (0.20) 0.20 (0.20)JPY 0.03 (0.03) 0.00 (0.00)GBP 0.00 (0.00) 0.00 (0.00)Trade payable & Capital creditors USD (0.60) 0.60 (0.43) 0.43 JPY (0.00) 0.00 (0.05) 0.05 EUR (0.09) 0.09 (0.08) 0.08 TWD (0.00) 0.00 (0.00) 0.00 Advance to vendors EUR 0.01 (0.01) 0.00 (0.00)USD 0.11 (0.11) 0.19 (0.19)GBP - - 0.00 (0.00)




Exposure gain/(loss) As at March 31, 2021 As at March 31, 2020Particulars Change +1% Change -1% Change +1% Change -1%JPY 0.00 (0.00) 0.00 (0.00)Advance from customers USD (0.01) 0.01 (0.00) 0.00 EUR (0.00) 0.00 - - Bank balances TWD 0.00 (0.00) 0.00 (0.00)USD 0.01 (0.01) 0.05 (0.05)JPY 0.00 (0.00) 0.02 (0.02)EUR - - 0.03 (0.03)Borrowings USD (2.06) 2.06 (2.23) 2.23 EUR - - (0.08) 0.08


(ii) Interest rate risk "Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow interest rate risk. During March 31, 2021 and March 31, 2020, the Company’s borrowings at variable rate were mainly denominated in INR, EURO and USD.

The Company’s fixed rate borrowings are carried at amortised cost."

The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows:




Variable rate borrowings 420.19 669.42

Fixed rate borrowings 227.63 61.73

Total 647.82 731.15

Sensitivity analysis

For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year.


Particulars Impact on profit before taxFor the year ended

March 31, 2021For the year ended

March 31, 2020Increase by 0.5% (2.10) (3.35)

Decrease by 0.5% 2.10 3.35

(iii) Commodity price risks Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Company. The Company sells its products mainly to auto makers (Original Equipment Manufacturer) whereby there is a regular negotiation / adjustment of prices on the basis of changes in commodity prices.

b) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.




51. RELATED PARTY DISCLOSURES

(i) (a) Related parties where control exists:

"Subsidiaries (including step down subsidiaries) "Minda Kosei Aluminum Wheel Private Limited

Minda TG Rubber Private Limited (upto March 14, 2021) Minda Kyoraku Limited

PT Minda Asean Automotive

PT Minda Trading (Stepdown subsidiary)

SAM Global Pte. Limted

Minda Korea Co. Limted (Stepdown subsidiary w.e.f. June 18, 2020) Minda Industries Vietnam Company Limited (Stepdown subsidiary) Minda Delvis GmbH (Stepdown subsidiary)*

Delvis GmbH (Stepdown subsidiary)*

Delvis Products (Stepdown subsidiary)

Delvis Solutions (Stepdown subsidiary)

(i) The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

(All amounts in Indian ` Crore, unless otherwise stated)As at March 31, 2021 0-1 Years 1-5 Years More than 5

YearsTotal

Borrowings 355.36 292.46 647.82 Lease liabilities 6.62 1.53 15.41 23.56 Trade payable 780.28 - - 780.28 Other financial liabilities 504.94 29.09 - 534.03 As at March 31, 2020Borrowings 241.09 463.69 26.37 731.15 Lease liabilities 7.15 3.92 18.44 29.51 Trade payable 711.16 - - 711.16 Other financial liabilities 500.46 20.86 - 521.32

(ii) Financing arrangements The Company had access to the following undrawn borrowing facilities at the end of the reporting

period.




Floating rate As per Note 22 As per Note 22

- Expiring within one year (cash credit and other facilities) 254.84 237.94

c) Credit risk

"Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company and arises principally from the Company’s receivables from customers and deposits with banking institutions. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables.

The Company has developed guidelines for the management of credit risk from trade receivables. The Company’s primary customers are major automobile manufacturers (OEMs) with good credit ratings. All clients are subjected to credit assessments as a precautionary measure, and the adherence of all clients to payment due dates is monitored on an on-going basis, thereby practically eliminating the risk of default. The Company has deposited liquid funds at various banking institutions. No impairment loss is considered necessary in respect of fixed deposits that are with recognised commercial banks and are not past due over past years."




Global Mazinkert S.L.

Clarton Horn, Spain (Stepdown subsidiary)

Clarton Horn Maroc SARL (Stepdown subsidiary) Clarton Horn, Signalakustic GmbH (Stepdown subsidiary) Clarton Horn, Mexico S. De R. L. De C.V. (Stepdown subsidiary)

Light & Systems Technical Centre S.L. Spain (Stepdown subsidiary) Minda Storage Batteries Private Limited

Mindarika Private Limited

Minda Katolec Electronics Services Private Limited

MI Torica India Private Limited

MITIL Polymer Pvt Limited (Stepdown subsidiary)

iSYS RTS, GmbH

Harita Fehrer Limited

* During the year, Minda Germany GmbH and Delvis GmbH has been amalgamated. The name of Minda Germany GmbH has been renamed to Minda Delvis GmbH.

Partnership firm YA Auto Industries (firm)

(i) (b) Other related parties with whom transactions have taken place during the year/ previous year and the nature of related party relationship:

Associates Minda NexGenTech Limited

Kosei Minda Aluminum Company Private Limited Partnership firms

Auto Component (Firm)

Yogendra Engineering (Firm)

Joint ventures (jointly controlled entities)

Minda Westport Technologies Limited (formerly known as Minda Emer Technologies Limited)

Roki Minda Co. Private Limited

Rinder Riduco, S.A.S. Columbia (Stepdown Joint Venture of Global Mazinkert)

Minda TTE Daps Private Limited (formerly Minda Daps Private Limited)

Minda Onkyo India Private Limited

Minda D-Ten India Private Limited

Denso Ten Minda India Private Limited

Toyoda Gosei Minda India Private Limited

Kosei Minda Mould Private Limited

Minda TG Rubber Private Limited (w.e.f. 15 March 2021)

Tokai Rika Minda India Private Limited (w.e.f. 24 March 2021)

Key management personnel Mr. Nirmal K. Minda

{Chairman and Managing Director(‘CMD’)}

Mr. Anand K. Minda (Director)

Mr. Alok Dutta (Independent Director - Uptill 16 May 2019)

Mr. Satish Sekhri (Independent Director)

Mr. Chandan Chowdhury (Independent Director - w.e.f 07 August 2019)



Mr. Krishan Kumar Jalan (Independent Director -w.e.f 16 May 2019)

Ms. Praveen Tripathi (Independent Director)

Ms. Paridhi Minda (Executive Director )

Mr. Sunil Bohra (CFO)

Mr. Tarun Kumar Srivastava ( Company Secretary)

Relatives of key management personnelMrs. Suman Minda (wife of CMD)

Ms. Paridhi Minda (Director of MIL and daughter of CMD )

Ms. Pallak Minda (daughter of CMD)

Mr. Vivek Jindal (son-in-law of CMD)

Mr. Amit Minda (Son of KMP)

Other entities over which key management personnel and their relatives are able to exercise significant influenceMinda Investments Limited

Minda International Limited

Minda Infrastructure LLP

Minda Industries Firm

Singhal Fincap Ltd

Samaira Engineering (Firm)

S.M.Auto Industries (Firm)

Shankar Moulding Ltd.

Minda Nabtesco Automotive Private Limited

Minda I Connect Private Limited

Minda Projects Limited

SN Castings Limited

Minda Industries Limited Gratuity Scheme Trust

Minda Industries Limited Managerial Superannuation Scheme Trust Minda Spectrum Advisory Limited

Minda Mindpro Limited

Moga Devi Charitable Trust

Suman Nirmal Minda Charitable Trust

Shree Aumji Habitation Pvt. Ltd

Shree Aumji Real Estate SEZ Pvt. Ltd

Shree Aumji Construction Pvt. Ltd

Spectrum Techno Construction Pvt. Ltd

Shree Aumji Buildwell Pvt. Ltd

Shree Aumji Promoters & Builders Pvt. Ltd

Shree Aumji Buildtech Pvt. Ltd

Midway Infrastructure Pvt. Ltd




(iii)

Bal

ance

s w

ith re

late

d pa

rtie

s (A

ll am

ount

s in

Indi

an `

Cro

re, u

nles

s ot

herw

ise

stat

ed)

Part

icul

ars

Entit

ies

whe

re

cont

rol e

xist

s

Asso

ciat

es (i

nclu

ding

pa

rtne

rshi

p fir

ms

whe

re C

ompa

ny h

as

sign

ifica

nt in

fluen

ce)

Join

t ve

ntur

e co

mpa

nies

Entit

ies

over

whi

ch

key

man

agem

ent

pers

onne

l and

thei

r re

lativ

es a

re a

ble

to

exer

cise

sig

nific

ant

influ

ence

Key

man

agem

ent

pers

onne

l and

re

lativ

es

Bala

nce

as a

t yea

r end

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Bala

nce

outs

tand

ing-

Rece

ivab

le 4

3.37

3

0.98

-

0.1

5 1

0.55

8

.78

16.

77

13.

11

- -

Bala

nce

outs

tand

ing-

paya

ble

82.

32

58.

97

12.

65

8.9

4 -

1.0

6 3

6.11

2

9.72

4.

50 -

Gua

rant

ee /

Let

ter o

f com

fort

out

stan

ding

147

.09

148

.17

- -

- -

- -

- (ii

) Tr

ansa

ctio

ns w

ith re

late

d pa

rtie

s(A

ll am

ount

s in

Indi

an `

Cro

re, u

nles

s ot

herw

ise

stat

ed)

Sum

mar

y of

tran

sact

ions

/ ba

lanc

es w

ith re

late

d pa

rtie

s

Entit

ies

whe

re

cont

rol e

xist

s

Asso

ciat

es (i

nclu

ding

pa

rtne

rshi

p fir

ms

whe

re C

ompa

ny h

as

sign

ifica

nt in

fluen

ce)

Join

t ve

ntur

e co

mpa

nies

Entit

ies

over

whi

ch

key

man

agem

ent

pers

onne

l and

thei

r re

lativ

es a

re a

ble

to

exer

cise

sig

nific

ant

influ

ence

Key

man

agem

ent

pers

onne

l and

re

lativ

es

Tran

sact

ions

dur

ing

the

year

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

Mar

ch 3

1,M

arch

31,

2021

2020

2021

2020

2021

2020

2021

2020

2021

2020

Sale

of p

rodu

cts

71.9

1 7

3.91

0

.48

0.6

8 2

6.10

3

7.33

1

9.92

1

6.93

-

- Pu

rcha

se o

f pro

duct

s 3

55.2

8 2

93.3

0 8

3.17

6

8.12

1

4.40

6

.16

192

.92

185

.11

- -

Sale

of P

rope

rty,

pla

nt &

equ

ipm

ent

5.2

4 2

.48

- -

- -

0.0

7 -

- -

Purc

hase

of p

rope

rty,

pla

nt &

equ

ipm

ent

13.

44

13.

76

- -

- 0

.10

18.

00

104

.45

- -

Serv

ices

rend

ered

59.

19

59.

25

0.0

1 0

.33

15.

85

9.6

9 0.

68 0

.96

- -

Serv

ices

rece

ived

16.7

5 1

3.31

0

.71

- 0

.19

- 2

1.16

1

9.22

1

.94

1.7

6 Re

mun

erat

ion*

- -

- -

- -

- 1

1.50

8

.06

Inte

rest

pai

d -

0.9

3 -

- -

- -

0.4

2 -

- D

ivid

end

inco

me

from

non

-cur

rent

inve

stm

ents

17.

42

30.

09

2.5

6 2

.72

- -

- -

- -

Shar

e in

pro

fit fr

om p

artn

ersh

ip fi

rms

4.4

9 4

.10

4.0

1 3

.30

- -

- -

- -

Roya

lty re

ceiv

ed

6.2

2 8

.57

1.0

6 -

- -

0.84

-

- -

Div

iden

d pa

id o

n eq

uity

sha

re c

apita

l -

- -

- -

2.5

3 7

.88

3.7

2 1

1.58

Pu

rcha

se o

f sh

ares

/ In

vest

men

t in

(Dra

win

g fro

m)

part

ners

hip

firm

4.7

8 (3

.69)

(3.7

0) (3

.19)

89.

89 7

.50

22.5

9 -

- -

Repa

ymen

t of U

nsec

ured

loan

-

15.

25

- -

- -

- 2

8.00

-

- G

uara

ntee

/ L

ette

r of c

omfo

rt g

iven

dur

ing

the

year

- 1

31.8

1 -

- -

- -

- -

- D

onat

ion

- -

- -

- -

3.6

6 4

.24

- -

*T

he a

bove

figu

res

do n

ot in

clud

e pr

ovis

ions

for

enc

ashm

ent

leav

e, p

rovi

sion

for

gra

tuity

as

sepa

rate

act

uaria

l val

uatio

n ar

e no

t av

aila

ble.




(iv) Material transactions with related parties for the year ended March 31, 2021(All amounts in Indian ` Crore, unless otherwise stated)

Related party Nature of transaction AmountTransactions during the yearClarton Horn Sale of goods 29.48 Toyoda Gosei Minda India Private Limited Sale of goods 22.56 Minda I Connect Private Limited Sale of goods 17.55 Minda Katolec Electronics Services Private Limited

Sale of goods 12.04

Samaira Engineering Purchase of goods 123.80 MITIL Polymer Private Limited Purchase of goods 110.85 Auto Components Purchase of goods 83.17Minda Storage Batteries Private. Limited Purchase of goods 65.75YA Auto Industries Purchase of goods 65.74Minda Katolec Electronics Services Private Limited

Sale of property, plant and equipment 2.18

Mindarika Private. Limited Sale of property, plant and equipment 2.10

Minda Industries Vietnam Company Limited


Minda Infrastructure LLP Purchase of property, plant and equipment

17.97

Light & Systems Technical Center Purchase of property, plant and equipment

11.72

Minda Kosei Aluminum Wheel Private Limted

Services rendered 18.19

PT Minda Asean Automotive Services rendered 8.73 Mindarika Private. Limited Services rendered 12.61 Minda Investments Limited Services received 14.68 Light & Systems Technical Center Services received 9.60 Minda Projects Limted Services received 4.54 PT Minda Asean Automotive Royalty 4.56 Minda Industries Vietnam Company Royalty 1.01 Auto Components Royalty 1.06Denso Ten Minda India Private Limited Dividend received 2.15 PT Minda Asean Automotive Dividend received 12.92 Mindarika Private Limited Dividend received 3.34 Auto Component (Firm) Share of profits 4.01 YA Auto Industries Share of profits 4.49 Minda Investments Limited Dividend paid 2.14Mr Nirmal K Minda Dividend paid 2.19Mrs Suman Minda Dividend paid 1.30Minda Onkyo Private Limited Investment in shares 13.54 Minda Katolec Electronics Services Private Limited

Investment in shares 10.00

Toyoda Gosei Minda India Private Limited Investment in shares 33.46 Tokai Rika Minda India Private Limited Investment in shares 42.89Suman Nirmal Minda Charitable Trust Donation 3.66 Minda Finance Limited Acquisition of shares in Joint Venture 22.59Balance as at year endHarita Fehrer Limited Payable 32.06 MITIL Polymer Private Limited Payable 25.18 Samaira Engineering Payable 17.28 Minda I Connect Private Limited Receivables 16.04 Minda Kosei Aluminum Wheel Private Limted

Receivables 13.46

Clarton Horn Receivables 7.80 Minda Delvis Gmbh Guarantee 130.73 PT Minda Asean Automotive Guarantee 16.36




Material transactions with related parties for the year ended March 31, 2020(All amounts in Indian ` Crore, unless otherwise stated)

Related party Nature of transaction AmountTransactions during the yearClarton Horn, Spain (Stepdown subsidiary) Sale of goods 29.87 Toyoda Gosei Minda India Private Limited Sale of goods 27.89 Minda I Connect Private Limited Sale of goods 15.04 SN Castings Limited Sale of goods 17.21 MITIL Polymer Private Limited Purchase of goods 130.66 YA Auto Purchase of goods 61.47 Auto Component (Firm) Purchase of goods 68.05 Samaira Engineering (Firm) Purchase of goods 128.34 Minda Industries Vietnam Company Limited


PT Minda Asean Automotive Sale of property, plant and equipment 0.63 Light & Systems Technical Centre S.L. Spain Purchase of property, plant and

equipment 13.38

Minda Projects Limited Purchase of property, plant and equipment

47.67

Minda Infrastructure LLP Purchase of property, plant and equipment

56.71

Minda Kosei Aluminum Wheel Private Limited

Services rendered 15.80

Mindarika Private Limited Services rendered 18.69 Light & Systems Technical Centre S.L. Spain Services received 9.15 Minda Investments Limited Services received 16.08 Minda Projects Limited Services received 2.61 Minda Storage Batteries Private Limited Interest Paid 0.93 Singhal Fincap Limted Interest Paid 0.42 PT Minda Asean Automotive Royalty 6.55 Minda Industries Vietnam Company Royalty 1.52 Sam Global Pte Limited Dividend received 14.27 PT Minda Asean Automotive Dividend received 7.46 Mindarika Private Limited Dividend received 6.25 Auto Component (Firm) Share of profits 3.30 YA Auto Industries Share of profits 4.10 Minda Investments Limited Dividend paid 6.70 Mr Nirmal K Minda Dividend paid 6.86 Mrs Suman Minda Dividend paid 4.05 Minda Onkyo Private Limited Investment in shares 7.50 Minda Storage Batteries Private Limited Unsecured loan paid 15.25 Singhal Fincap Limted Unsecured loan paid 28.00 Minda Delvis Gmbh Guarantee 131.81 Suman Nirmal Minda Charitable Trust Donation 4.24 Balance as at year endMITIL Polymer Private Limited Payable 27.50 Harita Fehrer Limited Payable 11.98 Auto Component Payable 8.94 Samaira Engineering (Firm) Payable 19.29 Clarton Horn, Spain Receivables 12.44 Minda I Connect Private Limited Receivables 12.53 Minda Storage Batteries Private Limited. Receivables 0.46 Minda Kosei Aluminum Wheel Private Limited Receivables 8.79

Minda Delvis Gmbh Guarantee 131.81 PT Minda Asean Automotive Guarantee 16.36




(v) Key managerial personnel compensation

Remuneration to Chairman & Managing Director (i.e. Mr. Nirmal K Minda)*




Short Term Benefit 2.29 2.30 Commission 4.50 0.40 Others - Allowances 0.30 0.24 Total 7.09 2.94

Remuneration to Independent Directors




Sitting FeesMr. Alok Dutta - 0.01 Mr. Satish Sekhri 0.09 0.09 Ms. Praveen Tripathi 0.08 0.08 Mr. Krishan Kumar Jalan 0.09 0.08 Mr. Chandan Chowdhury 0.04 0.02 Total 0.30 0.28

Remuneration to Key Managerial other than MD/WTD*




Short Term BenefitMr. Sunil Bohra (Chief Financial Officer) 3.46 3.78 Mr. Tarun Kumar Srivastava (Company Secretary) 0.23 0.24 Ms. Paridhi Minda 0.50 0.57 Others - AllowancesMr. Sunil Bohra (Chief Financial Officer) 0.17 0.20 Mr. Tarun Kumar Srivastava (Company Secretary) 0.01 0.02 Ms. Paridhi Minda 0.03 0.04 Total 4.40 4.84

*The above remuneration excludes provision for gratuity and leave benefits as separate actuarial valuation is not available.

52. CAPITAL MANAGEMENT

The Company’s objectives when managing capital is to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.Consistent with others in the industry, the Company monitors Net Debt to EBITDA ratio i.e. Net debt (total borrowings net of cash and cash equivalents) divided by EBITDA (Profit before tax and exceptional items plus depreciation and amortisation expense plus finance costs minus other income). The Company’s strategy is to ensure that the Net Debt to EBITDA is managed at an optimal level considering the above factors. The Net Debt to EBITDA ratios are as follows:

(All amounts in Indian ` Crore, unless otherwise stated)Particulars As at

March 31, 2021As at

March 31, 2020Net Debt 573.51 605.88 EBITDA 339.19 295.33 Net Debt to EBITDA 1.69 2.05




53. FAIR VALUE MEASUREMENTS

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments. (All amounts in Indian ` Crore, unless otherwise stated)Category As at March 31, 2021 As at March 31, 2020

Carrying Value Fair Value Carrying Value Fair Value1) Financial assets at amortised costInvestments in subsidiaries, associates and joint ventures 1,131.93 1,131.93 1,043.29 1,043.29 Loans (current / non current) 20.09 20.09 18.75 18.75 Trade receivables (current / non current) 683.67 683.67 539.45 539.45 Cash and cash equivalents 74.31 74.31 125.27 125.27 Other bank balances (current / non current) 5.16 5.16 13.47 13.47 Other financial assets (current / non current) 13.74 13.74 19.23 19.23 Total 1,928.90 1,928.90 1,759.46 1,759.46 2) Financial liabilities at amortised costBorrowings (current / non current) (including current maturity)

647.82 647.82 731.14 731.14

Lease liabilities (current / non current) 23.56 23.56 29.50 29.50 Trade payables 780.28 780.28 711.16 711.16 Other financial liabilities (current / non current) 534.03 534.03 521.32 521.32 Total 1,985.69 1,985.69 1,993.12 1,993.12

* Management has assessed that investments, loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, borrowings, trade payables, lease liabilities and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

(i) The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Management has assessed that trade receivables, cash and cash equivalents, other bank balances, loans, investments, other financial assets, borrowings, trade payables, lease liabilities and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments

(ii) Costs of unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they are held for medium or long-term strategic purpose.

(iii) Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Company and in case of financial asset is the average market rate of similar credit rated instrument. The Company maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Investment amounting to NIL (` 23.44 crores on 31 March 2020) is valued at fair value (level).

54. BUSINESS COMBINATION

The Board of directors of the Company in its meeting held on February 06, 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approval(s) of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. Appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval




55. Merger of wholly owned subsidiaries

Pursuant to the Scheme of Amalgamation (‘Scheme’) under the provisions of Section 230 to 232 of the Companies Act,

2013, for amalgamation of wholly owned subsidiaries i.e. MJ Casting Limited, Minda Distribution and Services Limited,

Minda Auto Components Limited and Minda Rinder Private Limited (together referred to as “transferor companies”), with

Minda Industries Limited (“Transferee Company” or “the Company”) as approved by the Hon’ble National Company Law

Tribunal vide its order dated 01 June 2020 with the appointed date of 1 April 2019, all the assets, liabilities, reserves and

surplus of the transferor companies have been transferred to and vested in the Company with effect from this date at their

carrying values. The Company had received the certified copy of the said order on 17 July 2020 and the same had been

filed with the respective Registrar of Companies on 1 August 2020. The Company has given effect to the scheme in the

standalone financial statements in the previous year. Further, as per the requirements of Appendix C to Ind AS 103 “Business

Combination”, the comparatives for the year ended March 31, 2019 have been restated as if the common control business

combination had occurred from the beginning of the earliest period presented. The net impact of restatement due to above

amalgamation has resulted in capital reserve of ` 26.56 Crores which is credited to other equity.

56. During the year, Minda TG Rubber India Private Limited (“MTG”) has issued fresh equity shares to Toyoda Gosei Co. Limited (other Joint venture partner) resulting in increase of their shareholding from 49.90% to 51.00% and reduction of shareholding and control of the Company from 51.00% to 49.90% resulting into loss of control. Accordingly, the appropriate accounting treatment and classification of Loss of control of the Company in MTG (from subsidiary to joint venture) has been carried out.

57. ACQUISTION OF STAKE IN TOKAI RIKA MINDA INDIA PRIVATE LIMITED

The Company has acquired 30% stake in Tokai Rika Minda India Private Limited during the year for a cash consideration

of Rs. 65.48 crore. Consequently, Tokai Rika Minda has been considered as an Joint Venture while preparing the financial

statements. Fair value of assets and liability acquired in respect of the said acquisition are as follows:

(All amounts in Indian ` Crore, unless otherwise stated)Particulars AmountNon Current asset 157.97 Current assets 346.99 Borrowing 176.55 Other non current liabilities 1.97 Current liabilities 115.94 Total net identifiable assets acquired 210.50 % Holding by the Group 30.00%Capital Reserve/(Goodwill) (2.33)

58. SCHEME OF AMALGAMATION.

a) The Scheme of Amalgamation (‘Scheme’) filed during the year ended March 31, 2019 under the provisions of Section

230 to 232 of the Companies Act, 2013, for amalgamation of Harita Limited (“Transferor Company 1”) and Harita

Venu Private Limited (“Transferor Company 2”) and Harita Cheema Private Limited (“Transferor Company 3”) and Harita

Financial Services Limited (“Transferor Company 4”) and Harita Seating Systems Limited (“Transferor Company 5”)

and Minda Industries Limited (“Transferee Company”) was approved by the Hon’ble National Company Law Tribunal

vide its order dated 01 February 2021 and 23 February 2021 with appointed date of 1 April 2019. Consequently

the Company has given effect to the scheme as per Ind AS 103- Business Combinations (Aquisition method) in

the standalone financial statements w.e.f. appointed date i.e. 1 April 2019 in accordance with General Circular No.

09/2019 issued by Ministry of Corporate Affairs dated August 21, 2019. The Company received the certified copy of

the said order and filed the same with the respective Registrar of Companies on 1 April 2021. Accordingly figures of

previous year have been restated to give effect to the Scheme.

The management believes that this merger will offer product, customer, sales channel and technology synergies and

create value for all stakeholders of the Company.




b) Detail of consideration

The scheme provides for issue of equity shares or non-convertible redeemable preference shares by the Transferee Company in the manner set out in the Scheme on amalgamation of the Transferor Companies with the Transferee Company. On the Scheme of amalgamation becoming effective, the Company may issue

(i) 12,527,570 equity shares having face value of ` 2 each (after considering cancellation of shares on account of cross holding) if all the eligible shareholders of Transferor Companies opt for equity shares of Transferee Company Or

(ii) 29,331,337 preference shares having face value of ` 100/- each (after considering cancellation of shares on account of cross holding) if all the eligible shareholders of Transferor Companies opt for preference shares of Transferee Company except for 1,653,152 equity shares having face value of ̀ 2 each to be issued to non resident shareholders. This is in view of the applicable law where eligible non resident member shall compulsorily be issued Transferee Company's equity shares, the amount of such consideration being ` 52 crore. Accordingly, it is accounted for under Other Equity. During the year, these shares were acquired from a non resident member and accordingly adequate accounting is carried out in Other Equity.

Since as on the date of these financial statements, the resident shareholders of the Transferor Companies have the option to opt for either equity shares or non convertible redeemable preference shares of the Transferee Company towards the consideration, an amount of ` 348.88 crore has been shown in the current financial liabilities as per applicable accounting standards.

Minority shareholder in Harita Fehrer Limited (subsidiary of Transferror Company 5) exercised its right to sell its stake at an agreed valuation of INR 115 crores as per the agreement. Accordingly an amount of ` 115 crores has been considered as current financial liability in these financial statements by a corresponding debit to Investment thereby making it as 100% subsidiary of the Company.


c) Fair Value of the Consideration transferredAs per Ind AS 103 – Business Combinations, purchase consideration has been allocated on the basis of fair valuation determined by an independent valuer which is as follows:

(All amounts in Indian ` Crore, unless otherwise stated)Particulars Amount in CroresASSETSNon-current assetsProperty, plant and equipment 105.21Right-of-use assets 39.49 Capital work-in-progress 14.06 Intangible assets 52.00 Financial assets (i) Investments 264.18 Other non-current assets 0.57Total non-current assets 475.50Current assetsInventories 22.51 Financial assets (i) Investment 9.49 (ii) Trade receivables 105.06 (iii) Cash and cash equivalents 18.81 (iv) Bank balances other than those included in cash and cash equivalents 0.34 (v) Loans 2.09 (vi) Other financial assets 4.67 Other current assets 15.17 Total current assets 178.14 Total Assets 653.64LiabilitiesNon-current liabilitiesProvisions 5.33




Deferred tax liabilities (net) 19.29Total non-current liabilities 24.62Current liabilitiesFinancial liabilities(i) Borrowings 31.68 (ii) Trade payables 98.11 (iii) Other financial liabilities 4.98 Other current liabilities 8.12 Provisions 1.64 Total current liabilities 144.53Total Equity and Liabilities 169.15 Fair value of the net asset acquired 484.49 Fair value of the consideration transferred 515.88 Goodwill* 31.39 *This goodwill is attributed to the expected synergies in automotive business and cost.

Above goodwill is evaluated for impairment annually. The recoverable amount of these cash generating units have been determined based on value in use model. Value in use has been determined based on future sales estimates, margins, growth rate, discount rate, etc. As at March 31, 2021, the estimated cash flows for a period of 5 years were developed using internal forecasts. Weighted average cost of capital and long term revenue growth is considered as 17% and 4% respectively. The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.

d) Costs amounting to ` 20.39 crores related to acquisition (including stamp duty on assets transferred) is charged to Statement of Profit and Loss on the appointed date.

e) Harita Venu Private Limited and Harita Cheema Private Limited (Transferor Companies) were registered under section 45-IA of the Reserve Bank of India Act, 1934 and which have been surrendered post approval of the scheme by the NCLT.

f) The approved scheme has allowed the Company to take benefit of the authorised share capital of the Transferor Companies.

59. IMPACT OF COVID-19 ON STANDALONE FINANCIAL STATEMENTS:

In view of the pandemic relating to COVID - 19, the Company has considered internal and external information and has performed an analysis based on current estimates while assessing the recoverability of investments, property plant and equipment, intangible assets, right-of-use assets, trade receivables, other current and financial assets, for any possible impact on the Financial statements. The Company has also assessed the impact of this whole situation on its capital and financial resources, profitability, liquidity position, internal financial reporting controls etc. and is of the view that based on its present assessment this situation does not materially impact the financial statements. However, the actual impact of COVID - 19 on the financial statements may differ from that estimated due to unforeseen circumstances and the Company will continue to closely monitor any material changes to future economic conditions.

The accompanying notes form an integral part of the standalone financial statements.


For B S R & Co. LLP NIRMAL K MINDA ANAND KUMAR MINDAChartered Accountants Chairman and Managing Director DirectorICAI Firm Registration No: 101248W/W-100022 DIN No. 00014942 DIN No. 00007964

RAJIV GOYAL SUNIL BOHRA TARUN KUMAR SRIVASTAVA Partner Group CFO Company Secretary Membership No. 094549 Membership No. - A11994




INDEPENDENT AUDITOR’S REPORT

To the Members of Minda Industries Limited

Report on the Audit of Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Minda Industries Limited (hereinafter referred to as the “Holding/Parent Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), its associates and its joint ventures, which comprise the consolidated balance sheet as at March 31, 2021, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of other auditors on separate financial statements of such subsidiaries, associates and joint ventures as were audited by the other auditors, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its associates and joint ventures as at March 31, 2021, of its consolidated profit and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on

Auditing (SAs) specified under section 143(10) of the Act. Our

responsibilities under those SAs are further described in the

Auditor’s Responsibilities for the Audit of the Consolidated

Financial Statements section of our report. We are independent

of the Group, in accordance with the ethical requirements

that are relevant to our audit of the consolidated financial

statements in terms of the Code of Ethics issued by the

Institute of Chartered Accountants of India and the relevant

provisions of the Act, and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We

believe that the audit evidence obtained by us along with the

consideration of audit reports of the other auditors referred to

in sub paragraph (a) of the “Other Matters” paragraph below,

is sufficient and appropriate to provide a basis for our opinion

on the consolidated financial statements.

Emphasis of matter

We draw attention to note 55 to the consolidated financial

statements for the year ended March 31, 2021 which

describes the overall accounting for and in particular basis

for restatement of the previous year by the Company's

management consequent to the Scheme of Amalgamation

('Scheme') for amalgamation of the Holding Company and

Harita Limited, Harita Venu Private Limited, Harita Cheema

Private Limited, Harita Financial Services Limited and Harita

Seating Systems Limited ("collectively referred to as transferor

Companies"). The Scheme has been approved by the concerned

National Company Law Tribunal ('NCLT') vide its orders dated

February 1, 2021 and February 23, 2021 with appointed date

of April 1, 2019.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional

judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These

matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming

our opinion thereon, and we do not provide a separate

opinion on these matters.



Description of Key Audit Matters


1. Revenue Recognition See note 2(b)(k) and 28 to the consolidated financial statements

Revenue from sale of goods is recognised when control of the products being sold is transferred to the customer and when there are no longer any unfulfilled obligations.

The performance obligations in the contracts are fulfilled at the time of dispatch, delivery or upon formal customer acceptance depending on customer terms and conditions. Revenue is measured at fair value of the consideration received or receivable, after deduction of any discounts/ rebates and any taxes or duties such as goods and services tax, etc. Customer acceptance is used to estimate the provision for price increase/decrease. Revenue is only recognised to the extent, where it is highly probable, a significant reversal will not occur.

Standards on Auditing presume that there is fraud risk with regard to revenue recognition. The timing of revenue recognition is relevant to the reported performance of the Group. The Group considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before control is transferred.

Our audit procedures included:

- Assessing the appropriateness of the revenue recognition accounting policies by comparing with applicable accounting standards.

- Evaluating the integrity of the information and technology general control environment and testing the operating effectiveness of key IT application controls.

- Evaluating the design and implementation of Group's key financial controls in respect of revenue recognition and tested of the operating effectiveness of such controls for a sample of transactions (using random sampling)

- Testing the effectiveness of such controls over revenue cut off at period-end.

- Testing by selecting samples (using statistical sampling) of revenue transactions recorded during the year. For such samples, verified the underlying documents including customer contracts/ purchase order to identify terms and conditions relating to goods acceptance.

- Testing on a sample basis (selected based on specified risk-based criteria), the supporting documents for sales transactions recorded during the period closer to the year end and subsequent to the year end to determine whether revenue was recognised in the correct period.

- Performing analytical procedures on current year revenue based on trends and where appropriate, conducted further enquiries and testing.



2. Evaluation of impairment indicators in investments in associates and joint ventures

See note 2(a)(F) and 4 to the consolidated financial statements

Investments in associates and joint ventures

The Group carries its investments in associates and joint ventures at cost (net of provision) at an aggregate amount of Rs. 527.69 Crores as at March 31, 2021.

The Group has identified the investments where indicator of impairment exists and performed an impairment assessment on those investments as at March 31, 2021. The Group adjusts the carrying value of the investment for the consequential impairment loss, if any, based upon valuation carried out internally or by independent experts.

The recoverable amount is considered to be the higher of the Holding Company’s assessment of value in use and fair value less cost of disposal. These models use several key assumptions, including future sales estimates, margins, growth rate, discount rate, etc. We have identified the assessment of impairment in respect of investment in associates and joint ventures as a key audit matter since it involves significant judgement in making the above estimates and is dependent on external factors such as future market conditions and the economic environment.

In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:

- Assessed the appropriateness of accounting policy for impairment of investment in associates and joint ventures as per relevant accounting standard.

- Evaluated the Group’s assessment for identification of indicators of impairment.

- Evaluated the design implementation of key internal financial controls with respect to impairment including determination of recoverable value and tested the operating effectiveness of such controls.

- Evaluated the impairment model used by the Group. This included assessing the appropriateness of key assumptions used, with particular attention to future sales estimates, margins, growth rate, discount rate and other assumptions based on historical data, our knowledge of the Group and the industry with assistance of our valuation specialist.


- Performed sensitivity analysis of the key assumptions used to determine, which changes to assumptions would change the outcome of impairment assessment.

- Assessed the adequacy of the disclosures relating to impairment of investments.




3. Impairment of goodwill

See note 2(b)(e), 55 and 56 to the consolidated financial statements

The Group has goodwill on consolidation of Rs 281.72 Crores as at March 31, 2021.

The majority of goodwill has been allocated to four subsidiaries, Mindarika Private Limited, Minda Delvis GmbH, Harita Fehrer Limited, iSYS RTS GmbH and an acquired division of the Parent Company.

The annual impairment testing of goodwill is considered to be a key audit matter due to the complexity of the accounting requirements and the significant judgement required in determining the assumptions to be used to estimate the recoverable amount. The recoverable amount of the CGUs, which is based on value in use model, has been derived from discounted forecast cash flow forecasts. This model uses several key assumptions, including future sales estimates, margins, growth rate, discount rate, etc.

In view of the significance of the matter, the auditor of the Holding company and auditor of the subsidiary applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:

- Assessed the appropriateness of accounting policy for impairment of goodwill as per relevant accounting standard.

- Evaluated the design and implementation of key internal financial controls with respect to impairment including determination of recoverable value and tested the operating effectiveness of such controls.

- Involved independent valuation specialist to assist in evaluating the appropriateness of the assumptions applied, which included comparing the weighted-average cost of capital with sector averages for the relevant market in which the CGUs operate;


- Performed sensitivity analysis, which included assessing the effect of reasonably possible reductions in growth rates and forecast cash flows to evaluate the impact on the currently estimated headroom; and

- Assessed the adequacy of the disclosures relating to impairment of goodwill.


Other Information

The Holding Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Holding Company’s annual report, but does not include the consolidated financial statements and our auditors’ report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and based on the work done/ audit report of other auditors, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements

The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in term of the requirements of the Act that give a true and fair view of the

consolidated state of affairs, consolidated profit/ loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group including its associates and joint ventures in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company. and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Management and Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the




companies included in the Group and of its associates and joint ventures are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and joint ventures is responsible for overseeing the financial reporting process of each company.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on the internal financial controls with reference to the consolidated financial statements and the operating effectiveness of such controls based on our audit.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

• Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group and its associates and joint ventures to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within the Group and its associates and joint ventures to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in section titled ‘Other Matters’ in this audit report.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in ‘Other Matters’ paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical



requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

a) We did not audit the financial statements of twenty subsidiaries (including one subsidiary converted into joint venture w.e.f. March 15, 2021), whose financial statements reflect total assets (before consolidation adjustments) of Rs. 1,170.12 crores as at March 31, 2021, total revenues (before consolidation adjustments) of Rs. 1,673.10 crores and net cash inflows (before consolidation adjustments) amounting to Rs. 0.63 crores for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net profit after tax of Rs. 26.92 crores for the year ended March 31, 2021, in respect of twelve associates/joint ventures (including one joint venture converted from subsidiary w.e.f. March 15, 2021), whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management/component auditor and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint ventures/associates, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures and associates is based solely on the audit reports of the other auditors.

Certain of these subsidiaries and a joint venture are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company’s management has converted the financial statements of such subsidiaries

and a joint venture located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries and a joint venture located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.

b) The consolidated financial statements also include the Group’s share of net loss after tax of Rs. 4.90 crores for the year ended March 31, 2021, as considered in the consolidated financial statements, in respect of one joint venture, whose financial statements/financial information have not been audited by us or by other auditor. These unaudited financial statements/financial information have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this joint venture, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid joint venture, is based solely on such unaudited financial statements/financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements/financial information are not material to the Group.

c) We did not audit the financial statements of Harita Limited, Harita Venu Private Limited, Harita Cheema Private Limited, Harita Financial Services Limited and Harita Seating Systems Limited whose financial statements reflects total assets (before eliminations) of Rs 306.74 Crores as at March 31, 2020 and total revenues (before eliminations) of Rs 353.74 Crores and net cash outflows (before eliminations) amounting to Rs 17.17 Crores for the previous year ended March 31, 2020 included in these consolidated financial statements consequent to its amalgamation with the Company with the appointed date of April 1, 2019 (refer note 55 to the consolidated financial statements).

These financial statements were audited by other auditors, as adjusted for the accounting effects of the Scheme recorded by the Company (in particular, the accounting effects of lnd AS 103 'Business Combinations') and other consequential adjustments, which have been audited by us.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work




done and the reports of the other auditors and the financial statements/financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

(A) As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors on separate financial statements of such subsidiaries, associates and joint ventures as were audited by other auditors, as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2021 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate companies and joint venture companies incorporated in India, none of the directors of the Group companies, its associate companies, and joint venture companies incorporated in India is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company, its subsidiary companies, associate companies and joint venture companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(B) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors

on separate financial statements of the subsidiaries, associates and joint ventures , as noted in the ‘Other Matters’ paragraph:

i. The consolidated financial statements disclose the impact of pending litigations as at March 31, 2021 on the consolidated financial position of the Group, its associates and joint ventures. Refer Note 39 and 51 to the consolidated financial statements.

ii. The Group, its associates and joint venture did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended March 31, 2021.

iii. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Group, associate companies and joint venture companies incorporated in India during the year ended March 31, 2021; and

iv. The disclosures in the consolidated financial statements regarding holdings as well as dealings in specified bank notes during the period from November 8, 2016 to December 30, 2016 have not been made in the consolidated financial statements since they do not pertain to the financial year ended March 31, 2021.

(C) With respect to the matter to be included in the Auditor’s report under section 197(16):

In our opinion and according to the information and explanations given to us and based on the reports of the statutory auditors of such subsidiary companies, associate companies and joint venture companies incorporated in India which were not audited by us, the remuneration paid during the current year by the Holding Company, its subsidiary companies, associate companies and joint venture companies to its directors is in accordance with the provisions of Section 197 of the Act, if applicable. The remuneration paid to any director by the Holding Company, its subsidiary company and a joint venture Company is not in excess of the limit laid down under Section 197 of the Act except one subsidiary company which has obtained shareholder’s approval by way of special resolution for such payments. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R & Co. LLP


Rajiv Goyal PartnerPlace: Gurugram Membership Number: 094549

Date: June 13, 2021 ICAI UDIN: 21094549AAAADE6371




Annexure A to the Independent Auditors’ report on the consolidated financial statements of Minda Industries Limited for the period ended March 31, 2021

Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph A(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Opinion

In conjunction with our audit of the consolidated financial

statements of Minda Industries Limited (hereinafter referred

to as “the Holding Company”) as of and for the year ended

March 31, 2021, we have audited the internal financial

controls with reference to consolidated financial statements

of Holding Company and such companies incorporated in

India under the Companies Act, 2013 which are its subsidiary

companies, its associate companies and its joint venture

companies, as of that date.

In our opinion, the Holding Company and such companies

incorporated in India which are its subsidiary companies,

its associate companies and joint venture companies, have,

in all material respects, adequate internal financial controls

with reference to consolidated financial statements and

such internal financial controls were operating effectively as

at March 31, 2021, based on the internal financial controls

with reference to consolidated financial statements criteria

established by such companies considering the essential

components of such internal controls stated in the Guidance

Note on Audit of Internal Financial Controls Over Financial

Reporting issued by the Institute of Chartered Accountants

of India (the “Guidance Note”).

Management’s Responsibility for Internal Financial Controls

The respective Company’s management and the Board of

Directors are responsible for establishing and maintaining

internal financial controls with reference to consolidated

financial statements based on the criteria established by the

respective Company considering the essential components

of internal control stated in the Guidance Note. These

responsibilities include the design, implementation and

maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient

conduct of its business, including adherence to the respective

company’s policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy

and completeness of the accounting records, and the timely

preparation of reliable financial information, as required

under the Companies Act, 2013 (hereinafter referred to as

“the Act”).

Auditors’ Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to consolidated financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to consolidated financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to consolidated financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to consolidated financial statements and their operating effectiveness. Our audit of internal financial controls with reference to consolidated financial statements included obtaining an understanding of internal financial controls with reference to consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the relevant subsidiary companies, associate companies and joint venture companies in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to consolidated financial statements.

Meaning of Internal Financial controls with Reference to Consolidated Financial Statements

A company's internal financial controls with reference to consolidated financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial controls with reference to consolidated financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company

ANNEXURE A



are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial controls with Reference to consolidated Financial Statements

Because of the inherent limitations of internal financial controls with reference to consolidated financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to consolidated financial statements to future periods are subject to the risk that the internal financial controls with reference to consolidated financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the

adequacy and operating effectiveness of the internal financial

controls with reference to consolidated financial statements

insofar as it relates to two subsidiary companies and eight

associate/joint venture companies, which are companies

incorporated in India, is based on the corresponding reports

of the auditors of such companies incorporated in India.

For B S R & Co. LLP


Firm’s Registration No: 101248W/W-100022

Rajiv Goyal

Partner

Place: Gurugram Membership Number: 094549

Date: June 13, 2021 ICAI UDIN: 21094549AAAADE6371



CONSOLIDATED BALANCE SHEETAS AT MARCH 31, 2021

(All amounts in Indian ` Crore, unless otherwise stated)Particulars Notes As at

March 31, 2021

As at

March 31, 2020ASSETSNon-current assetsProperty, plant and equipment 3A 2,050.65 1,910.87 Capital work-in-progress 3B 111.94 340.04 Right-of-use assets 3C 174.93 165.94 Intangible assets 3D 289.47 311.44 Intangible assets under development 3E 22.36 20.00 Goodwill on Consolidation 3F 281.72 285.98 Financial assets(i) Investments 4 528.61 373.37 (ii) Loans 5 27.26 16.16 (iii) Other financial assets 6 3.70 10.28 Income tax asset (net) 7 26.17 48.07 Other non-current assets 8 39.27 52.76 Total non-current assets 3,556.08 3,534.91 Current assetsInventories 9 750.56 609.52 Financial assets(i) Investments 10 1.56 24.95 (ii) Trade receivables 11 1,198.82 863.24 (iii) Cash and cash equivalents 12 205.61 263.67 (iv) Bank balances other than those included in cash and cash equivalents 13 32.57 77.24 (v) Loans 14 2.94 6.27 (vi) Other financial assets 15 27.28 39.88 Other current assets 16 202.01 153.68 Total current assets 2,421.35 2,038.45 Assets held for sale 27 - 7.49 Total Assets 5,977.43 5,580.85 EQUITY AND LIABILITIESEquityEquity share capital 17 (a) 54.39 52.44 Other equity 17 (b) 2,202.18 1,808.64Equity attributable to owners of the Company 2,256.57 1,861.08 Non-controlling interest 17 (d) 306.45 282.84 Total Equity 2,563.02 2,143.92LiabilitiesNon-current liabilitiesFinancial liabilities(i) Borrowings 18 539.12 780.32 (ii) Lease liabilities 90.55 98.06 (iii) Trade payables - 0.50 (iv) Other financial liabilities 19 89.57 75.13 Provisions 20 135.07 124.77 Deferred tax liabilities (net) 21 29.93 41.02 Total non-current liabilities 884.24 1,119.80 Current liabilitiesFinancial liabilities(i) Borrowings 22 313.78 237.95 (ii) Lease liabilities 20.16 18.76 (iii) Trade payables 23 (a) total outstanding dues of micro enterprises and small enterprises 181.68 100.32 (b) total outstanding dues of creditors other than micro and small enterprises 1,108.11 1,018.18 (iv) Other financial liabilities 24 757.37 783.25 Other current liabilities 25 110.03 121.17 Provisions 26 39.04 33.16 Total current liabilities 2,530.17 2,312.79 Liabilities related to assets held for sale 27 - 4.34 Total Equity and Liabilities 5,977.43 5,580.85Significant accounting policies 2 (b)

The notes referred to above form an integral part of the consolidated financial statements







(All amounts in Indian ` Crore, unless otherwise stated)Particulars Notes For the year ended


March 31, 2020IncomeRevenue from operations 28 6,373.74 6,222.03 Other income 29 47.03 40.49 Total income 6,420.77 6,262.52 ExpensesCost of materials consumed 30 3,456.43 3,214.72 Purchases of stock in trade 31 528.76 613.28 Changes in inventories of finished goods, stock in trade and work-in-progress

32 (65.90) (17.72)

Employee benefits expense 33 981.69 943.83 Finance costs 34 73.65 94.17 Depreciation and amortisation expense 35 375.30 340.07 Other expenses 36 747.77 796.12 Total expenses 6,097.70 5,984.47 Profit before share of profit /(loss) of associates and joint ventures, exceptional item and tax

323.07 278.05

Exceptional item 37 1.73 (34.46)Profit before share of profit /(loss) of associates and joint ventures and tax 324.80 243.59 Tax expenseCurrent tax 98.29 93.63 Deferred tax (credit) / charge 2.24 (25.01)Tax expense 100.53 68.62 Profit before share of profit /(loss) of associates and joint ventures and after tax

224.27 174.97

Add:- Share of profit of associates and joint ventures 24.17 12.97 Total profit after share of profit of associates and joint ventures 248.44 187.94 Other comprehensive income/(loss)(a) Items that will not be reclassified subsequently to profit or loss (i) Remeasurements of defined benefit (liability)/ asset 3.77 (7.77) (ii) Income tax relating to items that will not be reclassified to profit or loss (1.26) 2.84

2.51 (4.93)(b) Items that will be reclassified subsequently to profit or loss (i) Foreign currency translation reserve 8.26 2.80 (ii) Others 3.98 -

12.24 2.80 Other comprehensive income/(loss), net of tax (a+b) 14.75 (2.13)Total comprehensive income 263.19 185.81 Profit attributable to:Owners of Minda Industries Limited 206.63 155.18 Non-controlling interest 41.81 32.76

248.44 187.94 Other comprehensive income attributable to:Owners of Minda Industries Limited 14.31 (1.93)Non-controlling interest 0.44 (0.20)

14.75 (2.13)Total comprehensive income attributable to:Owners of Minda Industries Limited 220.94 153.25 Non-controlling interest 42.25 32.56

263.19 185.81 Earnings per equity share [nominal value of share ` 2 (Previous year ` 2)] 38Basic (`) 7.73 5.92 Diluted (`) 7.41 5.65 Significant accounting policies 2 (b)






CONSOLIDATED STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED MARCH 31, 2021



(All amounts in Indian ` Crores, unless otherwise stated)



A. Cash flows from operating activities :Profit before tax 324.80 243.59 Adjustments for:Depreciation and amortisation 375.30 340.07 Finance costs 73.65 94.17 Interest income on fixed deposits (5.85) (9.60)Liabilities / provisions no longer required written back (3.21) (1.40)Expenses incurred for share allotment under equity settled share based payments 1.05 1.20 Unrealised (gain)/ loss on foreign currency fluctuations (net) (2.73) 27.94 Mark to market gain on forward contract (0.56) (7.08)Doubtful trade and other receivables provided for 4.73 4.76 Gain/ FV on investment (4.30) 3.55 Provision for warranty 15.10 13.92 Net profit on sale of property, plant and equipments 2.50 7.87

455.68 475.40 Operating profit before working capital changes 780.48 718.99 Adjustments for working capital changes: Decrease/ (increase) in inventories (141.04) 11.29 Decrease/ (increase) in trade receivable (340.37) 265.41 Decrease/ (increase) in loan current (11.09) (3.42) Decrease/ (increase) in loan non current 3.33 7.56 Decrease/ (increase) in other current financial assets 11.75 2.46 Decrease/ (increase) in other non-current financial assets 1.91 (0.31) Decrease/ (increase) in other non-current assets 7.21 15.67 Decrease/ (increase) in other current assets (48.33) 4.86 Increase/ (decrease) in trade payables 174.02 93.92 Increase/ (decrease) in other Current financial liabilities (24.56) 16.33 Increase/(decrease) in other current liabilities (11.13) 33.27 Increase/(decrease) in short-term provisions 5.86 7.77 Increase/(decrease) in other non current financial liabilities 14.44 (10.02) Increase in long-term provisions 7.23 1.59

(350.77) 446.38Cash generated from operations 429.71 1165.37Income tax paid (87.00) (116.82)Net Cash flows from operating activities (A) 342.71 1048.55

B. Cash flows from investing activitiesPayment for acquisition of subsidiaries and jointly controlled entities (155.60) (176.80)Sale/(Purchase) of Investment 27.68 (17.50)Purchase of Property, Plant and Equipment (299.05) (606.81)Proceeds from sale of property, plant and equipments 10.97 15.47 Interest received on fixed deposits 5.93 10.21 Decrease in deposits (with original maturity more than three months) 49.10 (59.79)Net cash used in investing activities (B) (360.97) (835.22)

C. Cash flows from financing activitiesProceeds from issue of equity share capital 12.29 - Security premium 238.40 - Purchase of Non controlling interest (52.00) -Proceeds from/ (repayment of) short term borrowings 75.83 (142.79)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021





Proceeds from/ (repayment of) Long term borrowings (221.84) 181.71 Interest paid on borrowings (74.31) (90.85)Dividend paid (including corporate dividend tax) (18.61) (43.97)Net cash used in financing activities (C) (40.24) (95.90)Net increase/ (decrease) in cash and cash equivalents (A+B+C) (58.50) 117.43Foreign currency translation adjustment 0.44 2.78 Cash and cash equivalents pursuant to acquisition - refer note 55 - 22.58 Cash and cash equivalents as at beginning 263.67 120.88 Cash and cash equivalents as at closing 205.61 263.67"Cash on hand" 0.74 1.14 Balances with banks: - on current accounts 159.47 230.43 - on deposit accounts 45.40 32.10 Cash and cash equivalents at the end of the year (refer note 12) 205.61 263.67


1 The Cash Flow Statement has been prepared under the 'Indirect Method' as set out in Ind AS 7, as specified under the section 133 of the Companies Act, 2013.

2 Purchase of Property, Plant and Equipment includes movement of Capital work-in-progress (including capital advances) during the year.

3 Changes in liabilities arising from financing activities



Opening balance of secured loansIndian currency term loan (including current maturities) 360.75 442.93

Local currency term loan (including current maturities) 157.57 31.00



Cash flowsRepayment of long term secured loan (Including foreign fluctuation) (243.49) (250.28)

Proceeds from long term secured loan (Including foreign fluctuation) 19.36 480.07

Increase in short term borrowings (Net) 75.83 (142.79)

Pursuant to acquisition - -

(148.30) 86.91

Closing balance of secured loansIndian currency term loan (including current maturities) 216.94 360.75

Local currency term loan (including current maturities) 178.70 157.57








CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021



(a)

Equi

ty s

hare

cap

ital

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Amou

nt

Bala

nce

as a

t the

Apr

il 01

, 201

9 5

2.44

C

hang

es in

equ

ity s

hare

cap

ital d

urin

g 20

19-2

0 -

Bala

nce

as a

t Mar

ch 3

1, 2

020

52.

44

Cha

nges

in e

quity

sha

re c

apita

l dur

ing

2020

-21

1.9

5

Bala

nce

as a

t Mar

ch 3

1, 2

021

54.

39

* In

clud

es `

1.95

Cro

re t

owar

ds r

ight

issu

e of

sha

res

( Ref

er N

ote

17)

(b)

Oth

er e

quity

att

ribut

able

to o

wne

rs o

f Min

da In

dust

ries

Lim

ited:

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Oth

er c

ompr

ehen

sive

in

com

e/(lo

ss)

Equi

ty

com

pone

nt

of o

ther

fin

anci

al

inst

ru

men

ts

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

co

nsol

i da

tion

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

ance

(R

efer

no

te

55)

Reta

ined

ea

rnin

gsTo

tal

othe

r eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Effec

tive

port

ion

of

Cash

Flo

w

Hed

ges

Bala

nce

as a

t Apr

il 01

, 202

0 (3

.03)

5.3

8 -

6.5

5 3

90.3

3 1

8.39

3

.28

177

.01

71.

06

1.2

0 5

2.00

1,

086.

47

1,80

8.64

Profi

t for

the

year

- -

- -

- -

- -

- -

- 2

06.6

3 2

06.6

3

Oth

er c

ompr

ehen

sive

inco

me/

(loss

) (ne

t of t

ax)

2.1

9 8

.14

3.9

8 -

- -

- -

- -

- -

14.

31

Secu

rity

prem

ium

on

shar

es is

sued

und

er R

ight

s iss

ue -

- -

- 2

40.8

5 -

- -

- -

- -

240

.85

Amou

nt u

tilise

d to

war

ds R

ight

s iss

ue e

xpen

ses

- -

- -

(2.4

1) -

- -

- -

- -

(2.4

1)

Purc

hase

of N

on c

ontr

ollin

g in

tere

st (r

efer

not

e 55

) -

- -

- (3

.13)

- -

- -

- (5

2.00

) -

(55.

13)

Empl

oyee

sto

ck c

ompe

nsat

ion

expe

nse

- -

- -

- -

- -

- 1

.05

- -

1.0

5

Purs

uant

to lo

ss o

f con

trol in

a su

bsid

iary

(ref

er n

ote

55)

- -

- -

- -

- -

- -

- 1

.48

1.4

8

Inte

rim d

ivid

end

for t

he y

ear e

nded

Mar

ch 3

1, 2

021

- -

- -

- -

- -

- -

- (9

.52)

(9.5

2)

Oth

ers

- -

- -

- -

- -

- -

- (3

.72)

(3.7

2)

Bala

nce

as a

t Mar

ch 3

1, 2

021

(0.8

4) 1

3.52

3

.98

6.5

5 6

25.6

4 1

8.39

3

.28

177

.01

71.

06

2.2

5 -

1,28

1.34

2,2

02.1

8

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021



(b)

Oth

er e

quity

att

ribut

able

to o

wne

rs o

f Min

da In

dust

ries

Lim

ited:

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Oth

er c

ompr

ehen

sive

in

com

e/(lo

ss)

Equi

ty

com

pone

nt

of o

ther

fin

anci

al

inst

ru

men

ts

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

co

nsol

i da

tion

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

ance

(R

efer

no

te 5

5)

Reta

ined

ea

rnin

gsTo

tal o

ther

eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Effec

tive

port

ion

of

Cash

Flo

w

Hed

ges

Bala

nce

as a

t Apr

il 01

, 201

9 1

.48

2.8

0 -

6.5

5 3

60.5

1 1

8.29

3

.32

177

.01

70.

64

- -

1,0

11.1

2 1

,651

.72

Tran

sitio

n im

pact

of I

nd A

S 11

6 ne

t of t

ax -

- -

- -

- -

- -

- -

(5.3

2) (5

.32)

Effec

t of b

usin

ess

com

bina

tion

(refe

r not

e 55

) -

- -

- 2

9.82

0

.10

- -

0.4

2 -

52.

00

(37.

46)

44.

88

Profi

t for

the

year

- -

- -

- -

- -

- -

- 1

55.1

8 1

55.1

8 O

ther

com

preh

ensi

ve in

com

e/(lo

ss) (

net o

f tax

) (4

.51)

2.5

8 -

- -

- -

- -

- -

- (1

.93)

Empl

oyee

sto

ck c

ompe

nsat

ion

expe

nse

- -

- -

- -

- -

- 1

.20

- -

1.2

0 U

tilis

ed d

urin

g th

e Ye

ar -

- -

- -

- (0

.04)

- -

- -

- (0

.04)

Add

ition

dur

ing

the

year

(inc

ludi

ng p

ursu

ant t

o ac

quis

ition

) -

- -

- -

- -

- -

- -

(4.4

5) (4

.45)

Fina

l div

iden

d fo

r the

yea

r end

ed M

arch

31,

201

9 -

- -

- -

- -

- -

- -

(16.

27)

(16.

27)

Inte

rim d

ivid

end

for t

he y

ear e

nded

Mar

ch 3

1, 2

020

- -

- -

- -

- -

- -

- (1

0.49

) (1

0.49

)D

ivid

end

dist

ribut

ion

tax

- -

- -

- -

- -

- -

- (5

.42)

(5.4

2)O

ther

s -

- -

- -

- -

- -

- -

(0.4

2) (0

.42)

Bala

nce

as a

t Mar

ch 3

1, 2

020

(3.0

3) 5

.38

- 6

.55

390

.33

18.

39

3.2

8 1

77.0

1 7

1.06

1

.20

52.

00

1,0

86.4

7 1

,808

.64

(c)

Non

Con

trol

ling

Inte

rest

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)Pa

rtic

ular

sAm

ount

Ba

lanc

e as

at A

pril

01, 2

019

266

.71

Profi

t for

the

year

32.

76

Tran

sitio

n im

pact

of

Ind

AS

116

net

of t

ax (4

.64)

Div

iden

d pa

id d

urin

g th

e ye

ar (1

1.79

)O

ther

com

preh

ensi

ve in

com

e/(lo

ss) (

net

of t

ax)

(0.2

0)Ba

lanc

e as

at M

arch

31,

202

0 2

82.8

4 Pr

ofit

for

the

year

41.

81

Div

iden

d pa

id/ D

raw

ings

dur

ing

the

year

(9.0

9)A

dditi

on in

non

-con

trol

ling

inte

rest

due

to

issu

e of

sha

res

to m

inor

ity s

hare

hold

er 9

.80

Purs

uant

to

loss

of

cont

rol i

n a

subs

idia

ry (r

efer

not

e 55

) (1

9.29

)O

ther

com

preh

ensi

ve in

com

e/(lo

ss) (

net

of t

ax)

0.4

4 A

djus

tmen

t (0

.06)

Bala

nce

as a

t Mar

ch 3

1, 2

021

306

.45

Si

gnifi

cant

acc

ount

ing

polic

ies

Th

e no

tes

refe

rred

to

abov

e fo

rm a

n in

tegr

al p

art

of t

he s

tand

alon

e fin

anci

al s

tate

men

ts

The

note

s re

ferr

ed to

abo

ve fo

rm a

n in

tegr

al p

art o

f the

sta

ndal

one

finan

cial

sta

tem

ents

As

per o

ur re

port

of e

ven

date

att

ache

d Fo

r and

on

beha

lf of

the

Boar

d of

Dire

ctor

s of

Min

da In

dust

ries

Lim

ited

For B

S R

& C

o. L

LPN

irm

al K

Min

daA

nand

Kum

ar M

inda

Cha

rter

ed A

ccou

ntan

ts

Cha

irman

and

Man

agin

g D

irect

orD

irect

orIC

AI F

irm R

egis

trat

ion

No:

101

248W

/W-1

0002

2 D

IN N

o. 0

0014

942

DIN

No.

000

0796

4

Rajiv

Goy

al

Suni

l Boh

raTa

run

Kum

ar S

rivas

tava

Pa

rtne

r G

roup

CFO

Com

pany

Sec

reta

ry

Mem

bers

hip

No.

094

549

M

embe

rshi

p N

o. -

A11

994

Plac

e :

Gur

ugra

mPl

ace

: G

urug

ram

Dat

e :

June

13,

202

1D

ate

: Ju

ne 1

3, 2

021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021



1. CORPORATE INFORMATION

Minda Industries Limited is a public Company domiciled and headquartered in India. It was incorporated on 16 September 1992 under the Companies Act, 1956 and its shares are listed on the National Stock Exchange of India Limited and BSE Limited having its registered office at B64/1 Wazirpur, Industrial Area, Delhi-110052, India

The consolidated financial statements comprise the Company and its subsidiaries (referred to collectively as the ‘Group’) and the Group’s interest in associates and joint ventures. The Group is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories and ancillary services and caters to both domestic and international markets.

2. (a) BASIS OF PREPARATION

A. Statement of compliance

The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) notified under Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.

The consolidated financial statements were authorised for issue by the Parent Company’s Board of Directors on June 13, 2021.

Details of the Group’s accounting policies are included in Note 2 (b).

B. Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Indian Rupee, which is Minda Industries Limited’s functional and presentation currency. All amounts have been rounded-off to the nearest crores, unless otherwise indicated.

C. Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following items:

(a) Certain financial assets and liabilities (including derivative financial instruments)

Fair value

(b) Net defined benefit (asset)/ liability

Fair value of plan assets less present value of defined benefit obligations

D. Use of estimates and judgements

In preparing the consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Critical estimates and judgements

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Areas involving critical estimates or judgements are:

- Estimation of current tax expense and payable – Note 44

- Estimation of fair value of unlisted securities – Note 54

- Estimation of defined benefit obligation – Note 43

- Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources – Note 39

- Lease - Note 47

- Consolidation: whether the Group has de facto control over an investee

- Business combinations: fair value of the consideration transferred (including contingent consideration) and fair value of the assets acquired and liabilities assumed, measured on a provisional basis – Note 55

- Recognition of deferred tax– Note 21

- Impairment of financial assets

E. Measurement of fair values

A number of the Group’s accounting policies and disclosures require measurement of fair values, for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021(All amounts in Indian ` Crore, unless otherwise stated)



- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable-inputs).

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

- Note 48 - share-based payment

- Note 54 - fair value measurements

- Note 55 - acquisition of subsidiaries, associates and jointly controlled entities

F. Principles of consolidation

The consolidated financial statements (CFS) are prepared on the following basis in accordance with Ind AS on “Consolidated Financial Statements” (Ind AS – 110), “Investments in Associates and Joint Ventures” (Ind AS – 28) and “Disclosure of interest in other entities” (Ind AS – 112), specified under Section 133 of the Companies Act, 2013.

i. Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

ii. Non-controlling interests (NCI)

NCI are measured at their proportionate share of the acquiree’s net identifiable assets at the date of acquisition. Changes in the Group’s equity interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

iii. Loss of control

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any interest retained in the former subsidiary is measured at fair value at the date the control is lost. Any resulting gain or loss is recognised in profit or loss.

iv. Equity accounted investees

The Group’s interests in equity accounted investees comprise interests in associates and joint ventures.

An associate is an entity in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control and has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of profit or loss and OCI of equity- accounted investees until the date on which significant influence or joint control ceases.

Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investments in associates and joint venture, the difference between net disposal proceeds and the carrying amounts are recognized in the Consolidated Statement of Profit and Loss

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.




v. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra- group transactions, are eliminated. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

vi. Business Combination, Goodwill and intangible assets

Business combinations, other than through common control transactions, are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value on the date of acquisition.

Business combinations through common control transactions are accounted on a pooling of interest method. Under pooling of interest method, the assets and liabilities of the combining entities are reflected at their carrying amounts, with adjustments only to harmonise accounting policies.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in Other Comprehensive

Income (OCI) and accumulated in other

equity as capital reserve. However, if there is

no clear evidence of bargain purchase, the

entity recognises the gain directly in other

equity as capital reserve, without routing the

same through OCI. Consideration transferred

includes the fair values of the assets

transferred, liabilities incurred by the Group

to the previous owners of the acquiree, and

equity interests issued by the Company.

Consideration transferred also includes the

fair value of any contingent consideration.

Consideration transferred does not include

amounts related to the settlement of pre-

existing relationships. Any goodwill that arises

on account of such business combination is

tested annually for impairment.

Any contingent consideration is measured

at fair value at the date of acquisition. If an

obligation to pay contingent consideration

that meets the definition of a financial

instrument is classified as equity, then it is not

re-measured and the settlement is accounted

for within other equity. Otherwise, other

contingent consideration is re-measured

at fair value at each reporting date and

subsequent changes in the fair value of the

contingent consideration are recorded in the

Standalone Statement of Profit and Loss. A

contingent liability of the acquiree is assumed

in a business combination only if such a

liability represents a present obligation and

arises from a past event, and its fair value

can be measured reliably. On an acquisition-

by-acquisition basis, the Group recognises

any non-controlling interest in the acquiree

either at fair value or at the non-controlling

interest’s proportionate share of the acquiree’s

identifiable net assets.

Transaction costs that the Group incurs in

connection with a business combination, such

as Stamp Duty for title transfer in the name of

the Parent Company, finder’s fees, legal fees,

due diligence fees and other professional and

consulting fees, etc are expensed as incurred.




The consolidated financial statements are comprised of the financial statements of the members of the Group as under:

Name of subsidiaries / Joint ventures / Associates Country of

incorporation

% of Interest

March 31, 2021 March 31, 2020

Subsidiaries Minda Kyoraku Limited India 67.60% 67.60%Minda Kosei Aluminum Wheel Private Limited India 69.99% 69.99%Minda TG Rubber Private Ltd (Refer note 55) India - 51.00%Minda Storage Batteries Private Limited India 100.00% 100.00%YA Auto Industries (partnership firm) India 51.00% 51.00%Minda Katolec Electronic Services Private Limited India 51.00% 51.00%Mindarika Private Limited India 51.00% 51.00%iSYS RTS GmbH Germany 80.00% 80.00%Harita Fehrer Limited India 100.00% 100.00%MI Torica India Private Limited India 60.00% 60.00%Downstream subsidiary of MI Torica India Private Limited MITIL Polymer Private Limited India 57.00% 57.00%Global Mazinkert S.L. Spain 100.00% 100.00%Downstream subsidiaries of Global Mazinkert, S.L. Clarton Horn, Spain Spain 100.00% 100.00%Clarton Horn, Asia Switzerland 100.00% 100.00%Clarton Horn, Morocco Morocco 100.00% 100.00%Clarton Horn, Signalkoustic Germany 100.00% 100.00%Clarton Horn, Mexico Mexico 100.00% 100.00%Light & Systems Technical Centre, S.L. Spain Spain 100.00% 100.00%PT Minda Asean Automotive Indonesia 100.00% 100.00%Downstream subsidiary of PT Minda Asean Automotive PT Minda Trading Indonesia 100.00% 100.00%Sam Global Pte Ltd. Singapore 100.00% 100.00%Downstream subsidiaries of Sam Global Pte Ltd. Minda Industries Vietnam Company Limited Vietnam 100.00% 100.00%Minda Korea Co Ltd Korea 100.00% - Minda Delvis GmbH Germany 100.00% 100.00%Downstream subsidiaries of Minda Delvis GmbH Delvis Products GmbH Germany 100.00% 100.00%Delvis Solutions GmbH Germany 100.00% 100.00%Joint VenturesMinda Westport Technologies Limited (formerly known as Minda Emer

Technologies Limited)

India 49.10% 49.10%

Rinder Riduco, S.A.S. Columbia Columbia (USA) 50.00% 50.00%ROKI Minda Co. Pvt. Ltd. India 49.00% 49.00%Minda TTE DAPS Private Limited India 50.00% 50.00%Minda Onkyo India Private Limited India 50.00% 50.00%

Minda TG Rubber Private Ltd (Refer note 55) India 49.90% - Densoten Minda India Private Limited India 49.00% 49.00%Minda D-ten India Private Limited India 51.00% 51.00%Toyoda Gosei Minda India Pvt. Ltd. India 47.80% 47.80%Kosei Minda Mould Private Limited India 49.90% 49.90%Tokai Rika Minda India Private Limited India 30.00% - AssociatesMinda NexGenTech Limited India 26.00% 26.00%Yogendra Engineering (partnership firm) India 48.90% 48.90%Auto Components (partnership firm) India 48.90% 48.90%Kosei Minda Aluminum Company Pvt. Ltd. India 30.00% 30.00%




2. (b) SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below have been applied consistently to the period presented in these consolidated financial statements.

a. Foreign currency transactions:

Transactions in foreign currencies are initially recorded into the respective functional currencies of the Group’s entities at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date.

Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Exchange differences are recognised in profit or loss, except exchange differences arising from the translation of the following items which are recognised in OCI:

• equity investments at fair value through OCI (FVOCI);

Foreign operations The assets and liabilities of foreign operations

(subsidiaries, associates, joint ventures) including goodwill and fair value adjustments arising on acquisition, are translated into `, the functional currency of the Company, at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into ` at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Foreign currency translation differences are recognised in OCI and accumulated in equity (as exchange differences on translating the financial statements of a foreign operation), except to the extent that the exchange differences are allocated to NCI.

b. Financial instruments:


Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

ii. Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as measured at

On initial recognition, a financial asset is classified as measured at:

Financial Assets at FVPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial Assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gains or loss or derecognition is are recognised in profit or loss.

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income under effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other income and net gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividend income are recognised in profit or loss unless dividend clearly represents a recovery of part of cost of investment. Other income and net gains and losses are recognised in OCI and are not reclassified to profit or loss.

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing financial assets.




A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

− the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

− the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

− the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

− the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in OCI (designated as FVOCI – equity investment). This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial assets at amortised cost: These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Debt investments at FVOCI: These assets are subsequently measured at fair value. Interest income under the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains

and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVOCI: These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are not reclassified to profit or loss.

Financial liabilities: Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

iii. Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

The Group also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.




iv. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

v. Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognised in profit or loss.

vi. Financial guarantee contracts

The Group on a case to case basis elects to account for financial guarantee contracts as a financial instrument or as an insurance contract, as specified in Ind AS 109 on Financial Instruments and Ind AS 104 on Insurance Contracts. The Group has regarded all its financial guarantee contracts as insurance contracts. At the end of each reporting period the Group performs a liability adequacy test, (i.e. it assesses the likelihood of a pay-out based on current undiscounted estimates of future cash flows), and any deficiency is recognised in profit or loss.

vii. Compound financial instruments

Compound financial instruments issued by the Group comprise cumulative redeemable preference shares denominated in ` that are mandatorily redeemable at a fixed or determinable amount at a fixed or future date and the payment of dividends is discretionary.

The liability component of a compound financial instrument is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole

and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently.

Interest related to the financial liability is recognised in profit or loss (unless it qualifies for inclusion in the cost of an asset).

c. Current versus non-current classification

The Group presents assets and liabilities in the balance sheet based on current/non-current classification. An asset is treated as current when it is:

(a) expected to be realised in, or is intended to be sold or consumed in Group’s normal operating cycle;

(b) held primarily for the purpose of being traded;

(c) expected to be realised within twelve months after the reporting date; or

(d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

All other assets are classified as non-current.

A Liability is current when:

(a) it is expected to be settled in Group’s normal operating cycle;

(b) it is held primarily for the purpose of being traded;

(c) it is due to be settled within twelve months after the reporting date; or

(d) the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The Group has identified twelve months as its operating cycle.




d. Property, plant and equipment


Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses, if any.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labor, any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

ii. Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

iii. Depreciation

Depreciation on plant and machinery, tools and dies and on other tangible property, plant and equipment is provided on SLM/WDV basis, based on the rates as per useful life prescribed in Schedule II to the Companies Act, 2013 except in the case of tools and dies, the useful life based on technical advice is 3 to 6 years.

Leasehold land and leasehold improvements are amortised on a straight line basis over the period of lease or their useful lives, whichever is shorter. Freehold land is not depreciated.

Depreciation on additions (disposals) is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready for use (disposed of).

Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. In case of a revision, the unamortised depreciable amount is charged over the revised remaining useful life.

Losses arising from retirement or gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Consolidated Statement of Profit and Loss.

e. Goodwill

For measurement of goodwill that arises on a business combination see note 2(a)(F)(vi). Subsequent measurement is at cost less any accumulated impairment losses. Goodwill is not amortised and is tested for impairment annually.

f. Other intangible assets

Intangible assets that are acquired by the Group are measured initially at cost. After initial recognition, an intangible asset is carried at its cost less any accumulated amortisation and any accumulated impairment loss.

Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset to which it relates.

Intangible assets are amortised in the Statement of Profit or Loss over their estimated useful lives, from the date that they are available for use based on the expected pattern of consumption of economic benefits of the asset. Accordingly, at present, these are being amortised on straight line basis. Intangible assets are amortised over the best estimate of their respective useful lives as under:

i) Technical know-how: Amortised over the period of 6 years or over the period of agreement, as applicable

ii) Computer software: Amortised over the period of 6 years.

iii) Trade Mark: Amortised over the period of 10 years

iv) Customer relationship: Amortized over the period of 10 years or over the period of agreement, as applicable

Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.




An intangible asset is derecognised on disposal or

when no future economic benefits are expected

from its use and disposal.

Losses arising from retirement and gains or losses

arising from disposal of an intangible asset are

measured as the difference between the net

disposal proceeds and the carrying amount of

the asset and are recognised in the Consolidated

Statement of Profit and Loss.

Internally generated: Research and development

a) Expenditure on research activities is recognised

in profit or loss as incurred.

b) Development expenditure is capitalised as

part of the cost of the resulting intangible

asset only if the expenditure can be measured

reliably, the product or process is technically

and commercially feasible, future economic

benefits are probable, and the Group intends

to and has sufficient resources to complete

development and to use or sell the asset.

Otherwise, it is recognised in profit or loss as

incurred. Subsequent to initial recognition,

the asset is measured at cost less accumulated

amortisation and any accumulated impairment

losses.

g. Impairment

i. Impairment of financial instruments

The Group recognises loss allowances for

expected credit losses on financial assets

measured at amortised cost

At each reporting date, the Group assesses

whether financial assets carried at amortised

cost are credit-impaired. A financial asset is

‘credit-impaired’ when one or more events

that have a detrimental impact on the

estimated future cash flows of the financial

asset have occurred.

The Group measures loss allowances at an

amount equal to lifetime expected credit

losses. Lifetime expected credit losses are

the expected credit losses that result from

all possible default events over the expected

life of a financial instrument. In all cases, the

maximum period considered when estimating

expected credit losses is the maximum

contractual period over which the Group is

exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group considers a financial asset to be in default when the financial asset is 90 days or more past due.

Measurement of expected credit losses

Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive).

Presentation of allowance for expected credit losses in the balance sheet

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

ii. Impairment of non-financial assets

The Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment.




If any such indication exists, then the asset’s

recoverable amount is estimated. Goodwill is

tested annually for impairment.

For impairment testing, assets that do not

generate independent cash inflows are

grouped together into cash-generating units

(CGUs). Each CGU represents the smallest

group of assets that generates cash inflows

that are largely independent of the cash

inflows of other assets or CGUs.

Goodwill arising from a business combination

is allocated to CGUs or groups of CGUs that

are expected to benefit from the synergies of

the combination.

The recoverable amount of a CGU (or an

individual asset) is the higher of its value in use

and its fair value less costs to sell. Value in use

is based on the estimated future cash flows,

discounted to their present value using a pre-

tax discount rate that reflects current market

assessments of the time value of money and

the risks specific to the CGU (or the asset).

An impairment loss is recognised if the

carrying amount of an asset or CGU exceeds

its estimated recoverable amount. Impairment

losses are recognised in the Consolidated

Statement of Profit and Loss. Impairment loss

recognised in respect of a CGU is allocated first

to reduce the carrying amount of any goodwill

allocated to the CGU, and then to reduce the

carrying amounts of the other assets of the

CGU (or group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill

is not subsequently reversed. In respect of

other assets for which impairment loss has

been recognised in prior periods, the Group

reviews at each reporting date whether there

is any indication that the loss has decreased

or no longer exists. An impairment loss is

reversed if there has been a change in the

estimates used to determine the recoverable

amount. Such a reversal is made only to the

extent that the asset’s carrying amount does

not exceed the carrying amount that would

have been determined, net of depreciation or

amortisation, if no impairment loss had been

recognised.

h. Borrowing cost

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds.

Borrowing costs directly attributable to acquisition

or construction of an asset which necessarily take

a substantial period of time to get ready for their

intended use are capitalised as part of the cost of

that asset. Other borrowing costs are recognised as

an expense in the period in which they are incurred.

i. Leases

i Determining whether an arrangement contains a lease

At inception of a contract, the Group

determines whether the contract is, or

contains, a lease. The contract is, or contains,

a lease if the contract conveys the right to

control the use of an identified asset or

assets for a period of time in exchange for

consideration, even if that right is not explicitly

specified in a contract.

At inception or on reassessment of a contract

that contains lease component and one or more

additional lease or non-lease components,

the Group separates payments and other

consideration required by the contract into

those for each lease component on the basis

of their relative stand-alone price and those

for non-lease components on the basis of

their relative aggregate stand-alone price. If

the Group concludes that it is impracticable

to separate the payments reliably, then right-

of-use asset and Lease liability are recognised

at an amount equal to the present value of

future lease payments; subsequently the

liability is reduced as payments are made

and an imputed finance cost on the liability

is recognised using the Group’s incremental

borrowing rate.

The previous determination pursuant to Ind

AS 17 and its ‘Appendix C’ of whether a

contract is a lease has been maintained for

existing contracts.

ii. Group as a lessee

At inception, the Group assesses whether a

contract is or contains a lease. This assessment




involves the exercise of judgement about whether it depends on an identified asset, whether the Group obtains substantially all the economic benefits from the use of that asset, and whether the Group has the right to direct the use of that asset.

The Group has elected to separate lease and non-lease components of contracts, wherever possible.

The Group recognises a right-of-use (ROU) asset and a lease liability at the transition date/ lease commencement date. The right-of-use asset is initially measured based on the present value of future lease payments, plus initial direct costs, and cost to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, and lease payments made at or before the commencement date, less any incentives received. The right-of-use asset is depreciated over the shorter of the lease term or the useful life of the underlying asset. The right-of-use asset is subject to testing for impairment if there is an indicator for impairment.

At the commencement date, Group measures the lease liability at the present value of the future lease payments that are not yet paid at that date discounted using interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group’s uses its incremental borrowing rate as the discount rate. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Contingent rents payments are recognised as an expense in the period in which they are

incurred. Lease payments generally include

fixed payments and variable payments that

depend on an index (such as an inflation

index). When the lease contains an extension

or purchase option that the Group considers

reasonably certain to be exercised, the cost of

the option is included in the lease payments.

The Group presents right-of-use assets that do

not meet the definition of investment property

and lease liabilities in separately from other

assets/liabilities in the balance sheet.

The Group has elected not to recognise right-

of-use assets and liabilities for leases where

the total lease term is less than or equal to 12

months, or for leases of low value assets. The

payments for such leases are recognised in the

Consolidated Statement of Profit and Loss on

a straight-line basis over the lease term

iii. Group as a Lessor

Leases in which the Group does not transfer

substantially all the risks and rewards

incidental to ownership of an underlying

assets are classified as operating leases. Rental

income from operating lease is recognised

on a straight-line basis over the term of

the relevant lease unless the payments are

structured to increase in line with the general

inflation to compensate for the lessor’s

expected inflationary cost increase. Initial

direct costs incurred in negotiating and

arranging an operating lease are added to

the carrying amount of the leased asset and

recognised over the lease term on the same

basis as rental income. Contingent rents are

recognised as revenue in the period in which

they are earned.

Leases are classified as finance leases when

substantially all of the risks and rewards

incidental to ownership of underlying asset

is transferred from the Group to the lessee.

Amounts due from lessees under finance leases

are recorded as receivables at the Group’s net

investment in the leases. Finance lease income

is allocated to accounting periods so as to

reflect a constant periodic rate of return on

the net investment outstanding in respect of

the lease.




j. Inventories

Inventories which comprise raw materials, work-in-progress, finished goods, stock-in-trade, stores and spares, and loose tools are carried at the lower of cost and net realisable value.

Cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

In determining the cost, weighted average cost method is used. In the case of manufactured inventories and work in progress, fixed production overheads are allocated on the basis of normal capacity of production facilities.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.

The comparison of cost and net realisable value is made on an item-by-item basis.

Inventories in transit are valued at cost.

k. Revenue recognition

(i) Revenue from contract with customer

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.

Sale of goods (including moulds and scrap) Revenue from sale of goods is recognised at

the point in time when control of the asset is transferred to the customer, generally on delivery of the equipment. The normal credit term is 30 to 90 days upon delivery.

The Group considers whether there are other

promises in the contract that are separate

performance obligations to which a portion

of the transaction price needs to be allocated

(e.g., warranties, customer loyalty points). In

determining the transaction price for the sale

of equipment, the Group considers the effects

of variable consideration, the existence of

significant financing components, non-cash

consideration, and consideration payable to

the customer (if any). Revenue is measured

based on the transaction price, which is the

consideration, adjusted for volume discounts,

service level credits, performance bonuses,

price concessions and incentives, if any, as

specified in the contract with the customer.

Variable Consideration

If the consideration in a contract includes a

variable amount, the Group estimates the

amount of consideration to which it will be

entitled in exchange for transferring the

goods to the customers. Where customers

are provided with discounts, rebates, etc.,

such discounts and rebates will give rise to

variable consideration. The Group follows the

most likely amount method in estimating the

amount of variable consideration.

(ii) Management fees, designing fees and

service revenue is recognised on an

accrual basis as and when the services

are rendered in accordance with the

terms of the underlying contract.

(iii) Interest income is recognised using the

effective interest method.

(iv) Dividend income is recognised when the

right to receive dividend is established.

(v) Royalty income is recognised based on

the terms of the underlying agreement.

(vi) Claims lodged with insurance companies

are accounted for on an accrual basis, to

the extent these are measurable and the

ultimate collection is reasonably certain.

(vii) Export entitlement under Duty

Entitlement Pass Book Scheme (‘DEPB’) is

recognised on accrual basis and whenthe

right to entitlement has been established.




Contract balances

Contract assets

A contract asset is the right to consideration

in exchange for goods or services transferred

to the customer. If the Group performs by

transferring goods or services to a customer

before the customer pays consideration or

before payment is due, a contract asset is

recognised for the earned consideration that

is conditional.

Trade receivables

A receivable represents the Group’s right to an

amount of consideration that is unconditional

(i.e., only the passage of time is required

before payment of the consideration is due).

Refer to accounting policies of financial assets

in section (b) Financial instruments – initial

recognition and subsequent measurement.

Contract liabilities

A contract liability is the obligation to transfer

goods or services to a customer for which

the Group has received consideration (or an

amount of consideration is due) from the

customer. If a customer pays consideration

before the Group transfers goods or services to

the customer, a contract liability is recognised

when the payment is made or the payment

is due (whichever is earlier). Contract liabilities

are recognised as revenue when the Group

performs under the contract.

l. Government grants

Government grants are recognised where there is

reasonable assurance that the grant will be received

and all the attached conditions will be complied

with. When the grant relates to an expense item, it

is recognised as income on a systematic basis over

the periods that the related costs, for which it is

intended to compensate, are expensed. When the

grant relates to an asset, it is recognised as income

in equal amounts over the expected useful life of

the related asset.

When the Group receives grants of non-monetary

assets, the assets and the grant are recorded at fair

value amounts and released to profit or loss over

the expected useful life in a pattern of consumption

of the benefit of the underlying asset. When loans

or similar assistance are provided by Governments

or related institutions, with an interest rate below

the current applicable market rate, the effect of

this favourable interest is regarded as Government

grant. The loan or assistance is initially recognised

and measured at fair value and the Government

grant is measured as the difference between the

initial carrying value of the loan and the proceeds

received. The loan is subsequently measured as

per the accounting policy applicable to financial

liabilities.

m. Provisions (other than employee benefits)

(i) General

A provision is recognised if, as a result of a

past event, the Group has a present obligation

(legal or constructive) that can be estimated

reliably, and it is probable that an outflow of

economic benefits will be required to settle

the obligation. If the effect of time value of

money is material provisions are determined

by discounting the expected future cash

flows (representing the best estimate of the

expenditure required to settle the present

obligation at the balance sheet date) at a

pre-tax rate that reflects the risks specific to

the liability. When discounting is used, the

increase in the provision due to the passage of

time is recognised as a finance cost.

(ii) Warranties

Warranty costs are estimated on the basis of

a technical evaluation and past experience.

Provision is made for estimated liability in

respect of warranty costs in the year of sale

of goods and is included in the Consolidated

Statement of Profit and Loss. The estimates

used for accounting for warranty costs are

reviewed periodically and revisions are made,

as and when required.

n. Retirement and other employee benefits

(i) Short term employee benefits

Short-term employee benefit obligations are

measured on an undiscounted basis and are

expensed as the related service is provided. A

liability is recognised for the amount expected

to be paid e.g., under short-term cash bonus,

if the Group has a present legal or constructive




obligation to pay this amount as a result of

past service provided by the employee, and the amount of obligation can be estimated reliably.

(ii) Share-based payment transactions (Equity settled)

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in employee stock option (ESOP) reserves in other equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense.

The amount recognised as expense is based on the estimate of the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market vesting conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(iii) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. The Group makes specified monthly contributions towards employee provident fund, employee state insurance corporation and superannuation funds which is a defined contribution plan. The Group’s contribution is recognised as an expense in the Consolidated Statement of Profit and Loss during the period in which the employee renders the related service.

Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

(iv) Defined benefit plans

The Group’s gratuity benefit scheme is a defined benefit plan. The Group’s net obligation in

respect of a defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of plan assets is reduced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis. The calculation of the obligation is performed annually by a qualified actuary using the projected unit credit method.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest), are recognised immediately in the balance sheet with a corresponding debit or credit to other equity through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent period.

The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(v) Other long term employee benefits

Compensated absences

The employees can carry-forward a portion of the unutilised accrued compensated absences and utilise it in future service periods or receive cash compensation on termination of employment. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which




the employees render the related service and

are also not expected to be utilised wholly

within twelve months after the end of such

period, the benefit to such extent is classified

as a long-term employee benefit. The Group

records an obligation for such compensated

absences in the period in which the employee

renders the services that increase this

entitlement. The obligation is measured on

the basis of independent actuarial valuation

using the projected unit credit method.

Actuarial gains and losses are recognised in

the Consolidated Statement of Profit and Loss.

(vi) Termination benefits

Termination benefits are expensed at the

earlier of when the Company can no longer

withdraw the offer of those benefits and

when the Company recognizes costs for a

restructuring. If benefits are not expected to

be settled wholly within 12 months of the

reporting date, then they are discounted.

o. Income taxes

Income tax comprises current and deferred tax. It is

recognised in profit or loss except to the extent that

it relates to an item recognised directly in equity or

in other comprehensive income.

(i) Current tax

Current tax comprises the expected tax

payable or receivable on the taxable income

or loss for the year and any adjustment to the

tax payable or receivable in respect of previous

years. The amount of current tax reflects the

best estimate of the tax amount expected

to be paid or received after considering the

uncertainty, if any, related to income taxes.

It is measured using tax rates (and tax laws)

enacted or substantively enacted by the

reporting date.

Current tax assets and current tax liabilities

are offset only if there is a legally enforceable

right to set off the recognised amounts, and

it is intended to realise the asset and settle the

liability on a net basis or simultaneously.

Tax benefits of deductions earned on exercise

of employee stock options in excess of

compensation charged to income are credited

to securities premium.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:

- temporary differences arising on the initial recognition of assets or liabilities in a transaction that affects neither accounting nor taxable profit or loss at the time of the transaction;

- temporary differences related to investments in subsidiaries, associates and joint ventures to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

- taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Group recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets – unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.




Deferred tax assets and liabilities are offset if

there is a legally enforceable right to offset

current tax liabilities and assets, and they

relate to income taxes levied by the same tax

authority on the same taxable entity, or on

different tax entities, but they intend to settle

current tax liabilities and assets on a net basis

or their tax assets and liabilities will be realised

simultaneously.

Deferred tax in respect of timing differences

which reverse after the tax holiday period is

recognised in the year in which the timing

differences originate.

Minimum alternate tax (MAT) paid in a year

is charged to the Consolidated Statement of

Profit and Loss as current tax for the year.

The deferred tax asset is recognised for MAT

credit available only to the extent that it is

probable that the Group will pay normal

income tax during the specified period, i.e.,

the period for which MAT credit is allowed to

be carried forward. In the year in which the

Group recognises MAT credit as an asset, it is

created by way of credit to the Consolidated

Statement of Profit and Loss and shown as

part of deferred tax asset. The Group reviews

the “MAT credit entitlement” asset at each

reporting date and writes down the asset to

the extent that it is no longer probable that

it will pay normal tax during the specified

period.

. p. Earnings per share

Basic earnings per share are calculated by dividing

the net profit or loss for the year attributable to

equity shareholders by the weighted average

number of equity shares outstanding during the

year. The weighted average numbers of equity

shares outstanding during the year are adjusted

for events of bonus issue and share split that have

changed the numbers of equity share outstanding,

without a corresponding change in resources.

For the purpose of calculating diluted earnings per

share, the net profit or loss for the year attributable

to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed to be converted as of the beginning of the period, unless they have been issued at a later date.

q. Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.

r. Cash dividend to equity holders

The Company recognises a liability to make cash or non-cash distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

Non-cash distributions are measured at the fair value of the assets to be distributed with fair value re-measurement recognised directly in equity.

Upon distribution of non-cash assets, any difference between the carrying amount of the liability and the carrying amount of the assets distributed is recognised in the Consolidated Statement of Profit and Loss.

s. Recently issued accounting pronouncements

On March 24, 2021, the Ministry of Corporate Affairs (MCA) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of schedule III and are applicable from April 1, 2021 The Group is evaluating the effect of the amendments on its financial statements.




3A. PROPERTY, PLANT AND EQUIPMENT:


Particulars Land- Freehold

Land- Leasehold

Buildings Plant and equipment

Furniture and

fixtures

Vehicles Office equipment

Computers Total

Gross carrying amountBalance as at April 01, 2019 (as earlier published)

203.49 24.68 367.57 1,419.15 45.09 17.36 15.74 29.64 2,122.73

Effect of business combination 49.28 15.57 61.09 125.90 1.23 0.34 3.68 0.10 257.19

Balance as at April 01, 2019 252.77 40.25 428.65 1,545.05 46.32 17.70 19.42 29.74 2,379.92

Transition adjustment of Ind AS 116 (refer note 3C)

- (24.68) (2.54) - - - - - (27.22)

Additions (pursuant to acquisition -refer note 55)

- - - 8.10 0.30 0.03 0.39 0.76 9.58

Additions during the year 1.84 - 61.63 238.62 13.30 1.97 5.78 7.19 330.33

Foreign currency translation impact (0.09) - 2.96 15.29 7.14 0.07 0.18 0.29 25.84



- - 2.12 0.27 - - - - 2.39

Balance as at March 31, 2020 254.51 15.57 488.09 1,787.30 66.51 16.71 25.11 37.26 2,691.07

Pursuant to loss of control in a subsidiary (refer note 55)

(15.28) - (15.80) (55.58) (0.38) (0.28) (0.84) (0.45) (88.61)

Additions during the year - - 110.08 372.84 10.77 0.82 1.53 4.80 500.84

Foreign currency translation impact 0.31 - 1.58 17.34 5.11 0.16 0.28 0.62 25.40

Disposals/Adjustment - 15.57 0.75 12.14 (0.23) 1.92 0.68 1.35 32.18

Balance as at March 31, 2021 239.55 - 583.21 2,109.76 82.24 15.49 25.39 40.88 3,096.52

Accumulated depreciation and impairment lossesBalance as at April 01, 2019(as earlier published)

0.04 0.40 31.96 405.87 29.91 7.61 5.44 12.10 493.33

Effect of business combination - - - - - - - - -

Balance as at April 01, 2019 0.04 0.40 31.96 405.87 29.91 7.61 5.44 12.10 493.33

Additions (pursuant to acquisition -refer note 55)

- (0.40) (0.60) - - - - - (1.00)

Foreign currency translation impact - - 2.22 15.11 6.57 0.09 0.02 0.29 24.30

Depreciation for the year - 0.16 20.86 234.13 12.47 2.75 4.93 8.54 283.83



- - 1.43 0.21 - - - - 1.64

Balance as at March 31, 2020 0.04 0.16 52.70 641.91 47.10 8.04 9.91 20.34 780.20

Pursuant to loss of control in a subsidiary

- (3.36) (23.35) (0.21) (0.18) (0.73) (0.39) (28.22)

Foreign currency translation impact - - 0.74 14.04 4.48 0.07 0.16 0.53 20.02

Depreciation for the year - 22.77 243.97 13.78 2.20 4.37 8.23 295.32

Disposals/Adjustment - 0.16 0.60 16.51 1.43 0.99 0.58 1.18 21.45

Balance as at March 31, 2021 0.04 - 72.25 860.06 63.72 9.14 13.13 27.53 1,045.87

Carrying amounts (net)As at March 31, 2020 254.48 15.41 435.40 1,145.39 19.41 8.67 15.19 16.92 1,910.87

As at March 31, 2021 239.51 - 510.96 1,249.70 18.52 6.35 12.26 13.35 2,050.65

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2021 (Contd.)



3B. CAPITAL WORK-IN-PROGRESS:(All amounts in Indian ` Crore, unless otherwise stated)



Opening Balance (as earlier published) 340.04 131.52

Effect of business combination (refer note 55) - 18.99

Opening Balance 340.04 150.51

Additions 271.93 517.90

Deletion (500.03) (328.36)

Closing Balance 111.94 340.04

3C. RIGHT-OF-USE ASSETS:(All amounts in Indian ` Crore, unless otherwise stated)

Particulars Leasehold Land

Building Vehicles Office equipment

P&M Totall

Balance as at April 1, 2019 - - - - - -

Transition adjustment of Ind AS 116 (refer note 3A) 24.88 98.31 - - - 123.19

Effect of business combination (refer note 55) 29.35 - - - - 29.35

Additions during the year 22.14 3.67 - - 0.50 26.31

Additions (pursuant to acquisition -refer note 55) - 9.64 1.29 1.15 - 12.08

Deductions/ Adjustments (net) - 3.86 - - - 3.86

Foreign currency translation impact - 2.12 - - - 2.12

Transfer to assets held for sale (refer note 27) 6.97 - - - - 6.97

Balance as at March 31, 2020 69.40 109.88 1.29 1.15 0.50 182.22

Additions during the year 15.75 11.09 2.95 2.49 14.20 46.48

Deductions/ Adjustments (net) - 14.50 - - - 14.50

Foreign currency translation impact 0.66 0.59 0.83 - - 2.08

Transfer to assets held for sale (refer note 27) - - - - - -


Accumulated depreciationBalance as at April 1, 2019 - - - - - -

Transition adjustment of Ind AS 116 (refer note 3A) 0.40 0.60 - - - 1.00

Depreciation for the year 0.74 14.04 0.17 0.14 0.42 15.51

Transfer to assets held for sale (refer note 27) 0.23 - - - - 0.23


Depreciation for the year 3.85 14.38 4.85 0.04 1.70 24.82

Disposals/Adjustment (0.13) (0.07) (0.05) - - (0.25)


Carrying amounts (net)As at March 31, 2020 68.49 95.24 1.12 1.01 0.08 165.94

As at March 31, 2021 80.92 77.97 - 3.46 12.58 174.93 1. Carrying amount of Property, plant and equipment (included in above) pledged as securities for borrowings (refer note 18

and 21) 2. The amount of borrowing costs capitalised during the year ended March 31, 2021 was ` 4.25 Crores (March 31, 2020:

` 12.15 Crores). The rate used to determine the amount of borrowing costs eligible for capitalisation was 8.30% (March 31, 2020: 8.67%) which is the effective interest rate.

3. Freehold land having carrying value as at March 31, 2021 ` 66.98 Crores (previous year ` 66.98 Crores) is pending for registration in the name of the Parent Company.

4. Leasehold land having gross block as at March 31, 2021 ` 41.52 Crores (previous year ` 41.52 Crores) and accumulated depreciation as at March 31, 2021 ` 2.54 Crores (previous year ` 1.38 Crores) is pending for registration in the name of the Parent Company. Further, leasehold land having gross block of ` 6.97 Crores and accumulated depreciation of ` 0.23 Crores included under assets held for sale during the previous year.




3D. INTANGIBLE ASSETS:(All amounts in Indian ` Crore, unless otherwise stated)

Particulars Good will

Other intangible assets Total

Trade Mark

Design Fees

Technical Knowhow

Computer Software

Customer Relation

shipGross carrying amountBalance as at April 1, 2019 (as earlier published) 0.56 3.09 2.49 48.34 42.07 - 96.55 Effect of business combination (refer note 55) - - - 0.02 1.42 106.60 108.04 Balance as at April 1, 2019 0.56 3.09 2.49 48.36 43.49 106.60 204.59Additions (pursuant to acquisition -refer note 55) - - - 114.25 2.12 14.70 131.07 Additions during the year - - - 26.25 8.00 11.50 45.75 Foreign currency translation impact - - - 0.70 (0.11) - 0.59 Disposals/Adjustment 0.36 - - 0.22 0.11 - 0.69 Balance as at March 31, 2020 0.20 3.09 2.49 189.34 53.39 132.80 381.31 Pursuant to loss of control in a subsidiary (refer note 55) - - - (0.76) - (0.76)Additions during the year - - - 23.16 6.65 - 29.81 Foreign currency translation impact - - - 4.15 0.13 0.56 4.84 Disposals/Adjustment - - - 1.74 0.53 - 2.27 Balance as at March 31, 2021 0.20 3.09 2.49 214.91 58.88 133.36 412.93 Accumulated amortisation and impairment lossesAccumulated amortisation and impairment losses at April 1, 2019 ( as earlier published)

0.23 1.73 2.49 13.62 11.64 - 29.71

Effect of business combination (refer note 55) - - - - - - Accumulated amortisation and impairment losses at April 1, 2019

0.23 1.73 2.49 13.62 11.64 - 29.71

Amortisation for the year 0.06 0.35 - 16.48 10.85 12.98 40.72 Foreign currency translation impact - - - - (0.11) - (0.11)Disposals/Adjustment 0.20 - - 0.22 0.03 - 0.45 Balance as at March 31, 2020 0.09 2.08 2.49 29.88 22.35 12.98 69.87 Amortisation for the year 0.06 0.26 - 25.50 10.13 19.21 55.16 Foreign currency translation impact - - - 0.06 0.64 0.01 0.71 Disposals/Adjustment - - - 0.98 0.56 - 1.54 Pursuant to loss of control in a subsidiary (refer note 55) - - - - 0.74 0.74 Balance as at March 31, 2021 0.15 2.34 2.49 54.46 31.82 32.20 123.46 Carrying amount (net)As at March 31, 2020 0.11 1.01 - 159.46 31.04 119.82 311.44 As at March 31, 2021 0.05 0.75 - 160.45 27.06 101.16 289.47

3 E. INTANGIBLE ASSET UNDER DEVELOPMENT:(All amounts in Indian ` Crore, unless otherwise stated)



Opening Balance 20.00 18.61 Additions 25.52 27.64 Deletion (23.16) (26.25)Closing Balance 22.36 20.00

3F. GOODWILL ON CONSOLIDATION(All amounts in Indian ` Crore, unless otherwise stated)



Opening Balance (as earlier published) 285.98 164.92 Effect of business combination (refer note 55) - 83.92 Opening Balance - 248.84 Additions (pursuant to acquisition -refer note 55) - 37.14 Pursuant to loss of control in a subsidiary (refer note 55) (4.26) - Closing Balance 281.72 285.98




4. NON-CURRENT INVESTMENTS




Unquoted

Investments measured at cost

(i) Investments in partnership firms**

- Auto Component 2.64 2.91

- Yogendra Engineering 0.08 0.08

(ii) Associates

Equity instruments

Minda NexGenTech Limited - 3,120,000 equity shares (previous year 3,120,000 equity shares) of ` 10/- each, fully paid up

5.59 4.11

Kosei Minda Aluminum Co Private Limited - 28,737,371 equity shares (previous year 28,737,371 equity shares) of ` 10/- each, fully paid up

3.52 8.20

(iii) Joint ventures

Equity instruments


- 2,725,000 equity shares (previous year 2,725,000 equity shares) of ` 10/- each, fully paid up

8.19 5.07

Roki Minda Co. Private Limited - 40,924,800 equity shares (previous year 40,924,800 equity shares) of ` 10/- each, fully paid up

110.67 92.11

Minda TTE Daps Private Limited - 4,990,513 equity shares (previous year 4,990,513 equity shares) of ` 10/- each, fully paid up

- 3.38

Minda Onkyo India Private Limited - 33,043,031 equity shares (previous year 19,500,000 equity shares) of ` 10/- each, fully paid up

3.56 -

Minda D-Ten India Private Limited - 2,544,900 equity shares (previous year 2,544,900 equity shares) of ` 10/- each, fully paid up

7.89 7.33

Denso Ten Minda India Private Limited - 35,525,000 equity shares (previous year 35,525,000 equity shares) of ` 10/- each, fully paid up

53.41 45.51

Rinder Riduco S.A.S. - 850,000 equity shares (previous year 850,000 equity shares) of COP 1/- each, fully paid up

10.40 8.88

Kosei Minda Mould Private Limited - 6,341,645 equity shares (previous year 6,341,645 equity shares) of ` 10/- each, fully paid up

4.34 4.61

Tokai Rika Minda India Private Limited - 65,357,143 equity shares (previous year- Nil equity shares ) of ` 10/- each, fully paid up

63.34 -

Toyoda Gosei Minda India Private Limited - 243,780,000 equity shares (previous year 210,320,000 equity shares) of ` 10/- each, fully paid up

231.08 193.05

Minda TG Rubber Private Limited (Subsidiary upto 14 March 2021) - 25,766,730 equity shares (previous year - Nil ) of ` 10/- each, fully paid up

26.10 -







Investments measured at Fair value through profit and loss:

Unqouted

Equity instruments

Paras Green Power LLP 0.03 0.03

Green Infra Wind Energy Theni Limited - 315,523 equity shares (previous year 315,523 equity shares) of ` 10/- each, fully paid up

0.12 0.52

Minda Industria E Comerico De Autopecsa Limited - 25,000 equity shares (previous year 25,000 equity shares) of Brazilian $ 1 each, fully paid up

0.07 0.07

OPG Power Generation Private Limited - 37,700 equity shares (previous year 37,700 equity shares) of ` 10/- each, fully paid up

0.04 0.04

Others (Unqouted)

Life Insurance Corporation of India, Mumbai 0.73 0.66

(Group annuity policy for Pension to employees)

Less: Other than temporary diminution in value of non-current investment *

531.80 376.56

- Minda NexGenTech Limited (3.12) (3.12)

- Minda Industria E Comerico De Autopecsa Limited (0.07) (0.07)

528.61 373.37

Aggregate value of impairment in the value of investments

* Aggregate provision for diminution of non-current investment is ` 3.19 Crores (March 31, 2020 ` 3.19 Crores).

**Investment in Partnership Firms

Partnership Firm Name of the Partners Share in Profit (%) As at

March 31, 2021

Share in Profit (%) As at

March 31, 2020

Auto Component Minda Industries Limited 48.90% 48.90%

Mr. Nirmal K. Minda 25.55% 25.55%

Ms. Palak Minda 25.55% 25.55%

Yogendra Engineering Minda Industries Limited 48.90% 48.90%


Mrs. Suman Minda 38.60% 38.60%

Total Capital of the firm Amount Amount

Auto Component 8.47 7.96

Yogendra Engineering 0.16 0.16




5. LOANS (NON-CURRENT)(All amounts in Indian ` Crore, unless otherwise stated)



(Unsecured and considered good unless otherwise stated)Security deposits 26.96 15.83 Others 0.30 0.33

27.26 16.16

6. OTHER FINANCIAL ASSETS (NON-CURRENT)(All amounts in Indian ` Crore, unless otherwise stated)



(Unsecured and considered good unless otherwise stated)Bank deposits (due to mature after 12 months from the reporting date) 1.24 5.67 Interest accrued on fixed deposits - 0.24 Retention money with customers 1.65 1.65 Forward contract receivable - 1.02 Other receivable 0.81 1.70

3.70 10.28

7. INCOME TAX ASSETS (NET)(All amounts in Indian ` Crore, unless otherwise stated)



Advance income tax 26.17 48.07

26.17 48.07

8. OTHER ASSETS (NON-CURRENT)(All amounts in Indian ` Crore, unless otherwise stated)



(Unsecured considered good unless otherwise stated)

Capital advances 38.08 44.36 Prepaid Expense 0.21 0.33 Balances with government authorities - 7.03 Others 0.98 1.04

39.27 52.76

9. INVENTORIES(All amounts in Indian ` Crore, unless otherwise stated)



(At lower of cost and net realisable value, unless otherwise stated)

Raw materials [Goods in transit ̀ 30.69 Crore ( ̀ 28.16 Crore as on March 31, 2020)] 358.16 281.09 Work-in-progress 115.80 85.40 Finished goods [Goods in transit ̀ 31.36 Crore (` 12.77 Crore as on March 31, 2020)] 108.57 97.02 Stock-in-trade [Goods in transit ` 17.62 Crore (` 6.83 Crore as on March 31, 2020)] 100.52 85.91 Stores and spares 47.94 42.38 Loose tools 19.57 17.71

750.56 609.52 Carrying amount of inventories (included in above) pledged as securities for borrowings and sanctioned limits (refer note 18 and 22)

750.56 609.52




10. INVESTMENTS CURRENT




Investments measured at Fair value through profit and loss

(i) Investments in mutual funds (Unquoted)SBI Liquid Fund 0.52 0.50

- 1,627.54 (Previous year 1,627.54 units)

ICICI Prudential Liquid Fund 0.52 0.50


HDFC Liquid Fund 0.52 18.01


(ii) Investments in equity shares (Quoted)TVS Motor Co Limited - Nil (previous year 200,000 ) of ` 1/- each, fully paid up

- 5.94

1.56 24.95 Aggregate amount of unquoted investments 1.56 19.02

Aggregate market value of quoted investments - 5.94

Aggregate cost of unquoted investments 1.50 19.02

Aggregate cost of quoted investments - 0.32

11. TRADE RECEIVABLES *




(Unsecured, considered good unless otherwise stated)

Trade receivables considered good- Unsecured 1,198.82 863.24

Trade Receivables which have significant increase in credit risk - -

Trade receivables- credit impaired 12.03 10.57

1,210.85 873.81 Less: Allowance for credit impaired (12.03) (10.57)

1,198.82 863.24 The movement in change in allowance for expected credit loss and credit impairment

Balance as at beginning of the year 10.57 5.36 Change in allowance for expected credit loss and credit impairment 4.73 4.76

Utilisation/ written back (3.27) 0.45

Balance as at the end of the year 12.03 10.57

*The Group exposure to currency and liquidity risks related to the above financial assets is disclosed in Note 50.




12. CASH AND CASH EQUIVALENTS(All amounts in Indian ` Crore, unless otherwise stated)



- Balances with banks

In current accounts 159.47 230.43

In deposit accounts (with original maturity of 3 months or less) 45.40 32.10

204.87 262.53

- Cash on hand 0.74 1.14

205.61 263.67

13. BANK BALANCES OTHER THAN THOSE INCLUDED IN CASH AND CASH EQUIVALENTS ABOVE(All amounts in Indian ` Crore, unless otherwise stated)



Bank deposits (due for realisation within 12 months of the reporting date)* 31.85 76.65

Unpaid dividend accounts** 0.72 0.59

32.57 77.24

* Includes fixed deposit amounting to ` 0.82 Crores (previous year ` 0.77 Crores) pledged against cash credit facilities** Does not include any amount payable to Investor Education and Protection Fund

14. LOANS (CURRENT)(All amounts in Indian ` Crore, unless otherwise stated)




Security deposits 0.41 0.96 Loan to employees - 1.86 Others 2.53 3.45

2.94 6.27

15. OTHER FINANCIAL ASSETS (CURRENT)(All amounts in Indian ` Crore, unless otherwise stated)




Forward contract receivable 5.32 11.18 Interest accrued on bank deposits 2.26 2.10 Loans and advances to related party and others - 6.95 Advances to employees 3.18 3.04 Incentive receivable 3.73 11.42 Insurance claims receivable 1.26 2.56 Others 11.53 2.63

27.28 39.88

16. OTHER CURRENT ASSETS





Prepaid expenses 19.27 12.51







Advance to suppliers

- Considered good 69.63 44.10

- Considered doubtful 2.33 0.06

Less: Provision for loss allowance (2.33) (0.06)

Balances with government authorities -

- Considered good 112.26 93.98

- Considered doubtful 0.29 0.06

Less: Provision for loss allowance (0.29) (0.06)

Others 0.85 3.09

202.01 153.68

17(a) EQUITY SHARE CAPITAL

(i) Authorised (All amounts in Indian ` Crore, unless otherwise stated)






Equity shares of `10/- each with voting rights - - 6,37,00,000 63.70

Equity shares of `100/- each with voting rights - - 2,95,060 2.95

Equity shares of `10/- each with voting rights *# 1,70,46,000 17.05 1,70,46,000 17.05

Preference share capital

9% Cumulative redeemable preference shares of `10/- each (Class 'A')

30,00,000 3.00 30,00,000 3.00

3% Cumulative compulsorily convertible preference shares of `2,187/- each (Class 'B')

1,83,500 40.13 1,83,500 40.13

3% Cumulative redeemable preference shares of `10/- each (Class 'C')

35,00,000 3.50 35,00,000 3.50

1% Non-cumulative fully convertible preference shares of `10/- each (Class 'D')

1,00,00,000 10.00 1,00,00,000 10.00

8% Non-cumulative redeemable preference shares of `10/- each (Class 'E')

2,75,00,000 27.50 2,75,00,000 27.50

14% Non-cumulative Redeemable Preference shares of `10/- each* 20,00,000 2.00 20,00,000 2.00

13.5% Preference shares of `10/- each (Class 'A') * 2,000 0.00 2,000 0.00

13.5% Preference shares of `100/- each (Class 'B') * 600 0.01 600 0.01

2% Redeemable preference shares of `10/- each (Class 'C') * 1,10,000 0.11 1,10,000 0.11

71,40,95,100 233.44 44,48,37,160 233.44

* Represents effects of business combination (refer note 55) # Formalities for conversion to ` 2 per share completed subsequent to the year end




(ii) Issued, subscribed and fully paid up (All amounts in Indian ` Crore, unless otherwise stated)






27,19,28,704 54.39 26,22,16,965 52.44

iii) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period: (All amounts in Indian ` Crore, unless otherwise stated)




Equity shares

Balance at the beginning of the year 26,22,16,965 52.44 26,22,16,965 52.44

Add: Increase in number of shares on account of Right issue [Refer note (vii) ]

97,11,739 1.95 - -

Balance at the end of the year 27,19,28,704 54.39 26,22,16,965 52 .44

(iv) (i) Rights, preferences and restrictions attached to equity shares

The Parent Company has only one class of issued equity shares capital having par value of ` 2/- per share (March 31, 2020 ` 2/- per share). Each shareholder is entitled to one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding.

The Board at its meeting held on February 04, 2021, declared an interim dividend of ` 0.35 per equity share i.e. 17.50% on 27,19,28,704 equity shares of ` 2 each (previous year ` 0.40/- per equity share). Further, the Board at its Meeting held on June 13, 2021, has recommended a final dividend of ` 0.50 per equity share i.e. 25.00% (previous year ` Nil) for the financial year ended on March 31, 2021, subject to the approval of shareholders at the ensuing Annual General Meeting.

(v) Details of shareholders holding more than 5% shares in the Company:



Class of shares / Name of shareholder



shares



shares

Equity shares with voting rights

Mr. Nirmal K Minda 6,70,62,700 24.66% 6,53,71,530 24.93%

Mrs. Suman Minda 4,00,00,737 14.71% 3,85,72,140 14.71%

Minda Investments Limited 6,69,44,957 24.62% 6,38,50,140 24.35%

Matthews Asia Dividend Fund 1,36,19,268 5.01% 1,39,29,676 5.31%

(vi) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash for the period of five years immediately preceding the balance sheet date is 174,342,310.

(vii) On August 11, 2020, the Board of Directors of the Parent Company approved issue of 97,11,739 fully paid up equity shares of face value of ̀ 2 each (the "Rights Equity Shares") amounting to ̀ 242.79 Crores at a price of ̀ 250 per Rights Equity Share (including premium of ` 248 per Rights Equity Share), in the ratio of 1 Rights Equity Shares for every 27 existing fully paid-up shares held by the eligible equity shareholders as on August 17, 2020, the Record date. Further, on September 15, 2020, the Rights Issue Committee of the Board of Directors approved the allotment of Rights Equity Shares in relation to the said Rights Issue and consequently Rights issue shares were issued during the year. There is no deviation in use of proceeds from the objects stated in the Offer document for rights issue.




17(b

) O

THER

EQ

UITY

ATT

RIBU

TABL

E TO

OW

NER

S O

F M

IND

A IN

DUS

TRIE

S LI

MIT

ED:

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)Pa

rtic

ular

sO

ther

com

preh

ensi

ve

inco

me/

(loss

)Eq

uity

co

mpo

nent

of

oth

er

finan

cial

in

stru

m

ents

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

cons

oli

datio

n

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

anc

e (R

efer

no

te 5

5)

Reta

ined

ea

rnin

gsTo

tal

othe

r eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Effec

tive

port

ion

of C

ash

Flow

H

edge

sBa

lanc

e as

at A

pril

1, 2

020

(3.0

3) 5

.38

- 6

.55

390

.33

18.

39

3.2

8 1

77.0

1 7

1.06

1

.20

52.

00

1,08

6.47

1,

808.

64

Profi

t fo

r th

e ye

ar

-

-

-

-

-

-

-

-

-

-

206

.63

206

.63

Oth

er c

ompr

ehen

sive

inco

me/

(loss

) (ne

t of

tax

) 2

.19

8.1

4 3

.98

-

-

-

-

-

-

-

-

14.

31

Secu

rity

prem

ium

on

shar

es is

sued

und

er R

ight

s is

sue

-

-

-

-

240

.85

-

-

-

-

-

-

-

240

.85

Am

ount

util

ised

tow

ards

Rig

hts

issu

e ex

pens

es

-

-

-

-

(2.4

1) -

-

-

-

-

-

-

(2

.41)

Purc

hase

of

Non

con

trol

ling

inte

rest

(ref

er n

ote

55)

-

-

-

-

(3.1

3) -

-

-

-

-

(5

2.00

) -

(5

5.13

)Em

ploy

ee s

tock

com

pens

atio

n ex

pens

e -

-

-

-

-

-

-

-

-

1

.05

-

-

1.0

5 Pu

rsua

nt to

loss

of c

ontr

ol in

a s

ubsid

iary

(ref

er n

ote

55)

-

-

-

-

-

-

-

-

-

-

-

1.4

8 1

.48

Inte

rim d

ivid

end

for

the

year

end

ed M

arch

31,

202

1 -

-

-

-

-

-

-

-

-

-

(9

.52)

(9.5

2)O

ther

s -

-

-

-

-

-

-

-

-

-

(3

.72)

(3.7

2) B

alan

ce a

s at

Mar

ch 3

1, 2

021

(0.8

5) 1

3.52

3

.98

6.5

5 6

25.6

4 1

8.39

3

.28

177

.01

71.

06

2.2

5 -

1,28

1.36

2,

202.

18

Part

icul

ars

Oth

er c

ompr

ehen

sive

in

com

e/(lo

ss)

Equi

ty

com

pone

nt

of o

ther

fin

anci

al

inst

ru

men

ts

Secu

ritie

s pr

emiu

mCa

pita

l re

dem

pt

ion

rese

rve

Capi

tal

rese

rves

Capi

tal

rese

rves

ar

isin

g on

cons

oli

datio

n

Gen

eral

re

serv

esEm

ploy

ee

stoc

k op

tions

re

serv

e

Shar

es

pend

ing

Issu

an

ce

(Ref

er

note

55

)

Reta

ined

ea

rnin

gsTo

tal

othe

r eq

uity

Rem

eas

urem

ents

of

Defi

ned

Be

nefit

s ob

ligat

ions

Fore

ign

curr

ency

tr

ansl

atio

n re

serv

e

Effec

tive

port

ion

of C

ash

Flow

H

edge

sBa

lanc

e as

at A

pril

1, 2

019

1.4

8 2

.80

6.5

5 3

60.5

1 1

8.29

3

.32

177

.01

70.

64

- -

1,01

1.12

1,6

51.7

2 Tr

ansit

ion

impa

ct o

f Ind

AS

116

net o

f tax

-

-

-

-

-

-

-

(0

.00)

-

-

(5.3

2) (5

.32)

Effe

ct o

f bu

sine

ss c

ombi

natio

n (r

efer

not

e 55

) -

-

-

2

9.82

0

.10

-

-

0.4

2 -

5

2.00

(3

7.46

) 4

4.88

Pr

ofit

for

the

year

-

-

-

-

-

-

-

-

-

-

1

55.1

8 1

55.1

8 O

ther

com

preh

ensi

ve in

com

e/(lo

ss) (

net

of t

ax)

(4.5

1) 2

.58

-

-

-

-

-

-

-

-

-

(1.9

3)Em

ploy

ee s

tock

com

pens

atio

n ex

pens

e -

-

-

-

-

-

-

-

1

.20

-

-

1.2

0 U

tilis

ed d

urin

g th

e Ye

ar

-

-

-

-

-

(0.0

4) -

-

-

-

-

(0

.04)

Add

ition

dur

ing

the

year

(inc

ludi

ng p

ursu

ant

to

acqu

isiti

on)

-

-

-

-

-

-

-

-

-

-

(4.4

5) (4

.45)

Fina

l div

iden

d fo

r th

e ye

ar e

nded

Mar

ch 3

1, 2

019

-

-

-

-

-

-

-

-

-

-

(16.

27)

(16.

27)

Inte

rim d

ivid

end

for

the

year

end

ed M

arch

31,

202

0 -

-

-

-

-

-

-

-

-

-

(1

0.49

) (1

0.49

)D

ivid

end

dist

ribut

ion

tax

-

-

-

-

-

-

-

-

-

-

(5.4

2) (5

.42)

Oth

ers

-

-

-

-

-

-

-

-

-

-

(0.4

1) (0

.41)

Bala

nce

as a

t Mar

ch 3

1, 2

020

(3.0

3) 5

.38

6.5

5 3

90.3

3 1

8.39

3

.28

177

.01

71.

06

1.2

0 5

2.00

1,

086.

48 1

,808

.64




The Description of the nature and purpose of each reserve within other equity is as follows: a) Securities premium: Securities premium is credited when shares are issued at premium. It is utilised in accordance with

the provisions of the Companies Act 2013, to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs, etc.

b) Capital redemption reserve: The capital redemption reserve is a non-distributable reserve and represents preference shares redeemed.

c) General reserve: The parent Company appropriates apportion to general reserve out of profits voluntarily and the said reserve is available for payment of dividend to shareholders.

d) Employee stock options reserve: The Parent Company has share option schemes under which options to subscribe for the Company’s shares have been granted to certain executives and senior employees. The reserve is used to recognise the value of equity settled stock options provided to employees, including key management personnel, as part of their remuneration. Refer to Note 48 for further details of these plans.

e) Equity component of other financial instruments: Equity component of the compound financial instruments is credited to other equity.

f ) Capital reserve arising on consolidation: Capital Reserve arising on consolidation is the reserve created on acquisition of subsidiaries, joint ventures and associates. g) Foreign currency translation reserve: This reserve is created due to changes in historic rates and closing rates of assets and liabilities of foreign subsidiary entities. h) Other comprehensive Income (OCI) amount pertaining to remeasurements of defined benefit liabilities (Asset) -

comprises actuarial gain & losses. i) Share pending issuance represents shares to be issued to a non-resident shareholder of transferor Company persuant

to business combination (refer note 55) j) Effective portion of Cash Flow Hedges:

The cash flow hedging reserve represents the cumulative portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow reserve will be reclassified to Statement of Profit and Loss only when the hedged transaction affects the profit or loss or included as a basis adjustment to the non financial hedged items.

17(c) DISTRIBUTION MADE(All amounts in Indian ` Crore, unless otherwise stated)



Cash dividends on equity shares declared and paid:

Final dividend for the year ended on March 31, 2020 ` Nil per share (March 31, 2019 ` 0.65/- per Share)

- 17.04

Interim dividend for the year ended on March 31, 2021 ` 0.35 per share (March 31, 2020 ` 0.40 per share)

9.52 10.49

Dividend distribution tax on above (DDT) - 5.42 9.52 32.95

Proposed Dividends on equity shares*:Final dividend for the year ended on March 31, 2021 @ 0.50 per share (March 31, 2020 @ ` Nil per share)

13.60 -

13.60 -

17(d) NON CONTROLLING INTEREST:(All amounts in Indian ` Crore, unless otherwise stated)


Balance as at April 01, 2019 266.71 Profit for the year 32.76 Transition impact of Ind AS 116 net of tax (4.64)Dividend paid/ Drawings during the year (11.79)Other comprehensive income/(loss) (net of tax) (0.20)Balance as at March 31, 2020 282.84 Profit for the year 41.81 Dividend paid/ Drawings during the year (9.09)Addition in non-controlling interest due to renouncing of right issue 9.80 Pursuant to loss of control in a subsidiary (refer note 55) (19.29)Other comprehensive income/(loss) (net of tax) 0.44 Adjustment (0.06)Balance as at March 31, 2021 306.45




18. NON-CURRENT BORROWINGS(All amounts in Indian ` Crore, unless otherwise stated)



Term loans

Secured From banks 665.12 877.76

From others 9.66 26.73

Less: Current maturities of long term borrowings (Refer note 24) 164.12 145.23

510.66 759.26 Term loans Unsecured From banks 29.94 46.66

From others 30.02 7.72

Less: Current maturities of long term borrowings (Refer note 24) 31.50 33.32

28.46 21.06

539.12 780.32

(All amounts in Indian ` Crore, unless otherwise stated)S.No Nature of security (including current

portion of term loan)Terms of repayment and rate of interest As at

March 31, 2021As at

March 31, 20201 Rupee term loan from HDFC Bank obtained

by the Parent Company is secured by: Movable Property, plant and equipment ~First Pari passu charge on all movable Property, plant and equipment of the companyImmovable Property, plant and equipment~ First Pari passu charge on Immovable Property, plant and equipment of the company. Collateral Details - i) Village Nawada, Fatehpur, PO

Sikandarpur Badda, Manesar, Gurgaonii) 34-35 KM, GT Karnal Road, Village

Rasoi, Distt. Sonepat, Haryana iii) Plot No ME-I and ME-II, Sector-

2A, IMT Manesar iv) Land & Bldg at Plot no. B-3, SIPCOT

Industrial Park at Pillaipakkam, Vengadu Taluk, Sriperumpudur

(v) Plot No 5, Sector 10, Industrial Area, IIE Pantnagar, Udham Singh Nagar, Uttrakhand and

vi) Plot No 5(A), Sector 10, Industrial Area, IIE Pantnagar, Udham Singh Nagar, Uttrakhand.

Also, Negative Lien on:i) Property No. B-6, MIDC, Chakan

Industrial Area, Mahalunge, Taluka Khed, measuring 9300 sq mt and 11970 sq mt

ii) Property No. B-1/5 MIDC, Chakan Industrial Area, Mahalunge, Taluka Khed, measuring 18022 sq mt.

Total loan sanctioned amounting to `100 Crore having tenure of 60 Months including moratorium of 18 months and repayment in 7 equal semi-annual payable post moratorium

Rate of interest- HDFC 1Y MCLR

75.00 100.00






March 31, 2021As at

March 31, 20202 Rupee term loan from Axis Bank

obtained by the Parent Company is secured by:First pari passu charge on the fixed Assets of the Parent Company i.e. plant and machinery including land & building as mentioned below:i) Village Nawada, Fatehpur, PO





v) Plot No ME-I and ME-II, Sector- 2A, IMT Manesar :





Total loan sanctioned amounting to ` 85 Crore having tenure of 5 years including moratorium of 6 months and repayment in 20 equal quarterly payable post moratorium

Rate of interest- 3M MCLR + 10bps

- 68.00

3 External Commercial Borrowing from HSBC Bank obtained by the Parent Company is secured by : First pari passu charge on the fixed Assets of the Company i.e. plant and machinery including land & building as mentioned below:i) Village Nawada, Fatehpur, PO


iii) 34-35 KM, GT Karnal Road, Village Rasoi, Distt. Sonepat, Haryana.

iii) Plot No.- 5, Sector-10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar, Uttrakhand.







Total loan sanctioned amounting to USD 1 Crore having tenure of 60 month including moratorium of 12 months and repayment in 16 equal quarterly installments post moratorium


45.90 65.96






March 31, 2021As at

March 31, 20204 External Commercial Borrowing from

Citi Bank N.A. obtained by the Parent Company is secured by: First pari passu charge on the fixed Assets of the Company i.e. plant and machinery including land & building as mentioned below:i) Village Nawada, Fatehpur, PO








32.53 46.70

5 External Commercial Borrowing from HSBC Bank obtained by the Parent Company is secured: First Parri Passu charge on entire block of Movable Property, plant and equipments except those wherein lenders have exclusive charge. First Pari passu charge on Equitable Mortgage at below locations:i) Village Nawada, Fatehpur, PO










Total loan sanctioned amounting to USD 1.50 Crore having tenure of 75 month including moratorium of 15 months and repayment in 20 equal quarterly installments post moratorium


110.26 113.08






March 31, 2021As at

March 31, 20206 External Commercial Borrowing from

Citi Bank obtained by the Parent Company is secured: First pari passu charge on all movable and all immovable property, plant and equipment of the Company as below;i) Village Nawada, Fatehpur, PO



iii) Plot no. -5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar, Uttrakhand.

iv) Plot no. 5A, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh Nagar, Uttrakhand.

v) Plot No ME-I and ME-II, Sector 2A, IMT Manesar, Gurugram.





Second pari passu charge on all present and future current assets of the Company



95.56 105.54

7 Rupee term loan from Axis Bank obtained by the Parent Company is secured: First pari passu charge on the property, plant and equipment of the Company i.e. plant and machinery including land & building as mentioned below:i) Village Nawada, Fatehpur, PO






v) Plot no. B-3, SIPCOT Industrial Park at Pillaipakkam, Vengadu Taluk, Sriperumpudur





Total loan sanctioned amounting to ` 38 Crore having tenure of 5.5 years including moratorium of 18 months and repayment in 16 equal quarterly installments post moratorium

Rate of interest- 3 M MCLR + 10 bps

30.00 30.00






March 31, 2021As at

March 31, 20208 Foreign currency loan from CITI Bank

obtained Minda Kyoraku Limited is secured by: First charge on Property, plant and equipment of the Company situated at Gujarat Unit (Both movable and immovable Property, plant and equipments)

Rate of interest - 3 months MCLR + 2% spread, Company has taken a interest rate swap contract to fixed interest liabilites @ 5.20% P.A. on outsanding ` principal amount.The principal amount of USD 0.21 Crores is repayable in 20 equal quarterly installments of USD 0.01 Crores commencing from April 9, 2020 , Company has entered in to partial hedge contract for principal repayment

12.42 16.04

9 FCNR Loan from ICICI Bank obtained by Minda Kyoraku Limited is secured by:- First Pari Passu charge by way of mortgage over all the immovable fixed assets related Gujarat Project both present and future (Immovable Fixed Assets)- First Pari Passu charge on all the movable fixed assets related to Gujarat Project both present and future (Movable Fixed Assets)- Second Pari Passu charge by way of hypothecation over current assets both present and future of the borrower (Current Assests)

a) Rate of interest - 3 months MCLR + 2% spread, Company has taken a interest rate swap contract to fixed interest liabilities @ 6.68% P.A. on outstanding USD principal amount.

The principal amount of USD 0.14 Crores is repayable in 14 equal quarterly installments of USD 0.01 Crores commencing from December 31, 2019, Company has entered in to partial hedge contract for principal repayment.

b) Rate of interest - 3 months MCLR + 2% spread, Company has taken a interest rate swap contract to fixed interest liabilities @ 6.61% P.A. on outstanding USD principal amount

The principal amount of USD 0.14 Crores is repayable in 9 equal quarterly installments of USD 0.01 Crores commencing from December 31, 2019 and last payment for USD 0.05 Crores will be paid on February 28, 2022. The Company has entered in to partial hedge contract for principal repayment.

11.57 17.94

10 Rupee loan from IndusInd bank obtained by Minda Kosei Aluminum Wheel Private Limited is secured by:- First pari passu charge by way of equitable mortgage on immovable property (land and building) located at Bawal, Haryana and by way of hypothecation on all present and future moveable PPE. - Second pari passu charge by way of hypothecation on all the present and future current assets.

a) Rate of interest - floating @ IndusInd Bank base rate 6 month MCLR. Currently 7.50% at March 31, 2021 (March 31, 2020: 8.95%)

Maximum tenure of loan is for 96 months from the date of first disbursement. Principal amount is repayable in 24 quarterly instalments after a moratorium period of 24 months from the date of first disbursement. First disbursement of the loan was in year 2018-19.

b) Rate of interest - floating @ IndusInd Bank base rate 6 month MCLR. Currently 7.50% at March 31, 2021 (March 31, 2020: 8.95%)


21.44 25.91





portion of term loan ):Terms of repayment and rate of interest As at

March 31, 2021As at

March 31, 202011 Foreign currency loan from SCB Bank

obtained by Minda Kosei Aluminum Wheel Private Limited is secured by:- First pari passu charge on all movable PPE (both present and future) of Gujarat plant.- Second pari passu charge on current assets.

Cost of funds + Bank's margin of 1.50%. Currently 8.55% at March 31, 2021 (March 31, 2020: 8.55%)Maximum tenure of loan shall not exceed 7 years from the date of first disbursement. Principal amount is repayable in 20 equal quarterly installments after a moratorium period of 24 months from the date of first disbursement, with first repayment date to not go beyond December 31, 2019.

30.87 40.71

12 Rupee term loan from HDFC banks by M/s Minda Kosei Aluminum Wheel Private Limited is secured by:- First pari passu charge on equitable mortgage over immovable PPE (land and building of Gujarat Plant) and movable PPE (plant and equipment of Gujarat plant and Bawal Phase 1 plant)- Second pari passu charge on stock and book debts

a) Rate of interest - floating @ HDFC Bank base rate 6 month MCLR. Currently 7.40% as at March 31, 2021 (March 31, 2020: 8.45%


b) Rate of interest - floating @ HDFC Bank base rate 6 month MCLR Currently 7.40% as at March 31, 2021 (March 31, 2020: 8.45%


41.58 42.50

13 Rupee term loan from Axis Bank is secured by way of first paripassu charge on present and future movable assets of the Parent Company (also refer note 55). (Primary Security) and equitable mortgage of land and building situated at Chakan.(Pune), Second charge by way of hypothecation of entire current assets of the Parent Company

Loan1- Total loan sanctioned amounting to ` 30 Crores of which loan of ` 15 Crores was availed in current year repayable in 24 quarterly instalments of ` 1.25 Crores each starting after 12 months from the date of first disbursement. Rate of interest : MCLR +1% , currently 8.8% p.a. Loan 2- Total loan sanctioned amounting to ` 22 Crores repayable in 20 quarterly instalment of ` 1.10 Crores each starting after 6 months from the date of first disbursement Rate of interest : MCLR +1% , currently 8.8% p.a.

15.01 36.09

14 Term loan from Bajaj Finance Limited is secured by exclusive charge by way of equitable mortgage of land and building located at Bahadurgarh (Haryana) of the Parent Company

Loan sanctioned amounting to ` 28 Crores, repayable in 22 quarterly instalments of ` 1.27 Crores starting from March 2020.Rate of interest : 9% p.a.

9.66 26.73






March 31, 2021As at

March 31, 202015 Rupee term loan from HDFC Bank

obtained by Minda Katolec Electronics Services Private Limited:Secured by exclusive hypothecation on stock in trade, book debts and receivables, plant and machinery, fixed deposits and movable assets (both present & future).

Capex loan sanctioned amounting to ` 15.07 Crores having tenure of 5 years including moratorium of 6 months.Rate of interest at 8.45% as on March 31, 2021

12.25 14.65

16 ECB loan from Standard Chartered Bank obtained by Mindarika Private limited: Secured by:- First exclusive mortgage of the Land/Building situated at Chennai. - First exclusive charge on assets financed out of external commercial borrowing (ECB).

Sanctioned amount $ 0.40 CroresRate of interest - 2.25%+LiborRepayable in 17 equal quarterly instalments starting from Mar'16 and Apr'16 (i.e. 12 months after first instalment of the loan) Last instalment due in April 2020

- 0.89

17 Term loan from HSBC bank by Mindarika Private limited Secured by: First charge on the movable property, plant and equipment of Gujarat plant with minimum asset cover of 1.25x

Sanctioned amount ` 32.50 Crore Rate of interest - 3 month MCLR +0.05%Repayable in 16 quarterly equal instalments starting from Apr'19 (i.e. 12 months from the date of first disbursement). Last instalment due in Apr 2023.

- 16.87

18 Term Loan from Axis Bank by the Parent Company ( unsecured)

Bullet Repayment after 1 years from date of respective drawdowns. Repo Rate + Spread 0.75%

12.00 -

19 - External commercial borrowings from Banco Balbao Vijcaya Argentaria S.A. obtained by the Parent Company (unsecured)

Total loan sanctioned amounting to EUR 0.45 Crore, repayable in 20 quarterly instalments from July, 2016. Rate of interest- 1.79% p.a.

- 10.63






March 31, 2021As at

March 31, 202020 External Commercial Borrowings from

Bank of Tokyo Mitsubishi (Unsecured) of Minda TG Rubber Private Limited

USD Nil equivalent to ` Nil (March 31, 2020: USD 0.07 Crores equivalent to ` 2.94Crores) at an interest rate of 8.95% Quarterly instalments of ` 0.50 Crores each starting from September 2016 upto June, 2021.USD Nil equivalent to ` Nil (March 31, 2020: USD 0.07 Crores equivalent to ` 3.03 Crores) at an interest rate of 9.30% 20 Quarterly instalments of ` 0.50 Crores each starting from September 2016 upto June, 2021.USD Nil equivalent to ` Nil (March 31, 2020: USD 0.11 Crores equivalent to ` 4.46 Crores) at an interest rate of 8.98% 20 Quarterly instalments of ` 0.75 Crores each starting from Sep 2016 upto June, 2021.USD Nil equivalent to ` Nil (March 31, 2020: USD 0.4 Crores equivalent to ` 1.86 Crores) at an interest rate of 9.05% 16 Quarterly instalments of ` 0.23 Crores each and 1 installment of ` 0.23Crores starting from Dec 2017 upto Sep 2021 and 1 quarterly installment of ` 0.24 Lacs in Dec 2021.

USD Nil equivalent to ` Nil (March 31, 2020: USD 0.06 Crores equivalent to ` 3.35 Crores) at an interest rate of 7.87% 4 Quarterly instalments of ` 0.18 Crores from Dec 2018 to Sep 2019, 4 Quarterly instalments of ` 0.22 Crores from Dec 2019 to Sep 2020 4 Quarterly instalments of ` 0.33 Crores from Dec 2020 to Sep 2021 & 4 Quarterly instalments of ` 0.28 Crores from Dec 2021 to Sep 2022USD Nil equivalent to ` Nil (March 31, 2020: USD 0.10 Crores equivalent to ` 7.42 Crores) at an interest rate of 9.15% 5 Quarterly instalments of ` 0.16 Crores from Dec 2019 to Dec 2020, 5 Quarterly instalments of ` 0.50 Crores from Mar 2021 to Mar 2022 & 5 Quarterly instalments of ` 0.83 Crores from Jun 2022 to Jun 2023

- 23.07

21 Loan from La Caixa Bank is secured by the corporate guarantee given by Clarton, Spain (Unsecured)

Repayable in 20 equal quarterly instalments. Rate of Interest 1.50% (March 31, 2019: 2.10%)

16.91 9.55

22 Unsecured loan from Bankinter Bank obtained by Light & Systems Technical Center S.L., Spain

Term loan for acquisition of fixed assets amounting to Euro 0.03 Crores

1.03 1.39

23 Unsecured loan from Santander Bank by Light & Systems Technical Center S.L., Spain

Term loan for acquisition of fixed assets amounting to Euro 0.03 Crores

- 2.02

24 Subsidised loan received from Ministry of Industry, Government of Spain by Clarton Horn, S.A. (Unsecured)

Total loan sanctioned amounting to Euro 0.05 Crores is repayable in 7 equal annual instalments from year 2016-17.

4.75 2.54






March 31, 2021As at

March 31, 202025 Subsidised loan received from Ministry

of Industry, Government of Spain by Clarton Horn, S.A. (Unsecured)

Total loan sanctioned amounting to Euro 0.06 Crore repayable in 10 equal annual instalments from year 2017-18.

3.74 1.96

26 Subsidised loan received from Center for Industrial Technology Development by Clarton Horn, S.A. (Unsecured)

Total loan sanctioned amounting to Eur 0.08 Crores and 50% amount has been received during the year and balance amount will be received at the end of FY 2020-21

21.53 3.22

27 Loan from Indusind Bank by Minda Germany Gmbh is secured by Corporate guarantee given by the Parent Company

Total loan sanctioned amounting to Eur 1.91 Crores (March 31, 2019 Nil) repayable in 17 equal quarterly instalments.Rate of interest - 1.96% p.a.

130.73 136.88

Total 734.74 958.87

19. OTHER FINANCIAL LIABILITIES (NON-CURRENT)(All amounts in Indian ` Crore, unless otherwise stated)



Deferred government grant 73.33 69.30 Deferred payment liabilities- Deferred liability (unsecured) 5.55 5.55 - Less: Current maturities of deferred payment liability (refer note 24) 3.85 3.06

1.70 2.49 Others 14.54 3.34

89.57 75.13

Nature of security (including current portion of term loan):



Deferred payment credit from HSIIDC (Haryana State Industrial and Infrastructure Development Corporation Limited) by the Parent Company (Unsecured)

Repayable in 10 half yearly instalments of ` 0.55 Crore. Rate of interest- 12% p.a.

5.55 5.55

Total 5.55 5.55

20. LONG-TERM PROVISIONS(All amounts in Indian ` Crore, unless otherwise stated)




Gratuity (refer note 43) 66.46 62.25 Compensated absences 22.77 19.42

89.23 81.67 OthersWarranty (refer note 46) 3.58 7.13 Pension (refer note 43) 4.01 4.03 Others* (refer movement below) 38.25 31.94

135.07 124.77 Movement



Opening balance 31.94 29.80

Add: provision made / (reversed) during the year 6.31 2.14 Closing balance 38.25 31.94 *Amount represents provision for non-export of goods under EPCG scheme, including interest payable on the same.




21. DEFERRED TAX ASSETS/ (LIABILITIES)-NET

Deferred tax liabilities(All amounts in Indian ` Crore, unless otherwise stated)



Deferred tax liabilitiesDifferences between written down value of Property, plant & equipment and intangible assets as per Companies Act and Income Tax Act

148.78 151.30

148.78 151.30Deferred tax assetsProvision for employee benefits 40.70 36.01

Unabsorbed tax losses 19.68 20.63

Others 44.94 40.03

105.32 96.67 (43.46) (54.63)

Total (A)- MAT credit entitlement (B) 13.53 13.61

Deferred tax assets/ (liabilities)- Net (A+B) (29.93) (41.02)

Movement in deferred tax assets / (liabilities)

Particulars Property, plant & equipments and intangible assets


Others Unabsorbed Losses

MAT credit entitlement

Total

As at April 1, 2019 (as earlier published) (77.91) 28.83 14.83 11.80 21.83 (0.62)Effect of business combination (refer note 55) (47.90) 1.62 1.14 - 3.28 (41.86)As at April 1, 2019 (125.81) 30.45 15.97 11.80 25.11 (42.48)(Charged)/credited:to statement of profit or loss 11.65 2.72 13.31 8.83 (11.50) 25.01 to other comprehensive income - 2.84 - - - 2.84 Pursuant to acquisition (37.14) - - - - (37.14)Utilisation - - 3.00 - - 3.00 Others - - 7.75 - - 7.75 As at March 31, 2020 (151.30) 36.01 40.03 20.63 13.61 (41.02)(Charged)/credited:to statement of profit or loss 1.52 5.95 4.91 (5.05) (9.57) (2.24)to other comprehensive income - (1.26) - - - (1.26)Pursuant to loss of control in subsidiary (Refer note 55)

1.00 - - (1.83) (0.75) (1.58)

Others - - - 5.93 10.24 16.17 As at March 31, 2021 (148.78) 40.70 44.94 19.68 13.53 (29.93)

22. SHORT-TERM BORROWINGS




Loans repayable on demand from banks (secured)* 99.76 99.21 from banks (unsecured)** 146.02 98.64

from a related party (unsecured)*** - 5.10 from others (unsecured)**** 68.00 35.00

313.78 237.95




(All amounts in Indian ` Crore, unless otherwise stated)S.No Bank Name (facility) Nature of security As at

March 31, 2021As at

March 31, 2020

*Secured loan from Banks:

1

HDFC Bank (Cash Credit) obtained by the Parent Company is secured by:First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future.Second pari passu charge on property, plant and equipments of the Company as per detailed below:a) 34-35 K.M. G.T. Karnal Road, Rasoi, Sonipatb) Immovable property at village Nawada Fatehpur, Manesar, Gurugramc) Plot no. 5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh




Khed, Distt. Pune.Rate of interest: 1 year MCLR

33.26 31.24

2

Citibank (Cash Credit) obtained by the Parent Company is secured by:First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipments of the Company as per detailed below:a) 34-35 K.M. G.T. Karnal Road, Rasoi, Sonipatb) Immovable property at village Nawada Fatehpur, Manesar, Gurugramc) Plot no. 5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh


Nagar, Uttaranchal.e) Plot No ME-I and ME-II, Sector 2A, IMT Manesar, Gurugram.Negative lien on the following properties: a) Property at B-6, MIDC, Chakan Industrial Area, Village mahalunge, Taluka


Khed, Distt. Pune.Rate of interest: 5% p.a

14.00 -

3

State Bank of India (Cash Credit) obtained by the Parent Company is secured by:

First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future.

Second pari passu charge on property, plant and equipments of the Company as per detailed below:





e) Plot No ME-I and ME-II, Sector 2A, IMT Manesar, Gurugram.

Negative lien on the following properties:



Rate of interest: 1 year MCLR

10.70 24.84





March 31, 2021As at

March 31, 2020

4

Canara Bank (Cash Credit) obtained by the Parent Company is secured by:First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipment of the Company as per detailed below:a) 34-35 K.M. G.T. Karnal Road, Rasoi, Sonipatb) Immovable property at village Nawada Fatehpur, Manesar, Gurugramc) Plot no. 5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh


Nagar, Uttaranchal.e) Plot No ME-I and ME-II, Sector 2A, IMT Manesar, Gurugram.Negative lien on the following properties: a) Property at B-6, MIDC, Chakan Industrial Area, Village mahalunge, Taluka


Khed, Distt. Pune. Rate of interest: 9% p.a

6.25 4.54

5

Standard Chartered Bank (Cash Credit) obtained by the Parent Company is secured by: First pari passu charge by way of hypothecation of entire current assets of the Company, both present and future. Second pari passu charge on property, plant and equipment of the Company as per detailed below:a) 34-35 K.M. G.T. Karnal Road, Rasoi, Sonipatb) Immovable property at village Nawada Fatehpur, Manesar, Gurugramc) Plot no. 5, Sector - 10, Industrial Area, IIE Pant Nagar, Udham Singh



Khed, Distt. Pune.b) Property at B-1/5, MIDC Chakan Industrial Area, Village Nagoje,

Taluka-Khed, Distt. Pune. Rate of interest: 4.75% p.a

12.00 0.50

6

Axis Bank rate of interest : MCLR (3M) + 100 bps i.e. 9.50% pa.- obtained by Parent Company is secured by:a) First charge by the way of hypothecation on the entire current assets of the

Company (Bawal & Hosur) both present & future.b) First charge by the way of hypothecation on the entire moveable property,

plant and equipment of the Company (Bawal & Hosur) both present & future.

c) Equitable mortgage on land and building both present & future of Hosur Plant situated at Upparapalli, Mathagondapalli, thally Road, Hosur, Tamilnadu, India.

d) Equitable mortgage on land and building both present & future of Bawal Plant situated at 323, Phase II/IV, Sector-3, 'Industrial Growth Centre, Bawal Distt. Rewari, Haryana, India.

e) Hypothecation on all movable property, plant and equipment (except vehicles) of the borrower both present & future. Further secured by way of hypothecation on borrower’s entire stocks of raw materials, semi-finished and finished goods, consumable, stores and spares and such other movables including book-debts, bills whether documentary or clean, outstanding monies, receivables both present and future.

- 3.70





March 31, 2021As at

March 31, 2020

7

Working capital loan from banks amounting to Nil (March 31, 2020: ` 0.24) is secured by: Minda Kyoraku Limited is secured by

-First pari passu charge on all the current assets of the borrower (both present and future)

-Second pari passu charge on all the movable fixed assets (both present and future)

-Second pari passu charge on all the immovable fixed assets of the borrower located at Bawal Plant.

Rate of interest - 3 months MCLR + 1.50% spread currently at 10.65% on 31st March 2021.

- 0.24

8

Rupee cash credit from Axis Bank obtained by Minda Storage Batteries Private Limited amounting to Nil (March 31, 2020: ` Nil) is secured by: First pari passu charge on all movable and immovable fixed assets (both present and future). Floating @ MCLR rate plus 75 bps. Currently 8.15% (March 31, 2020: 8.75%) Maximum tenure of loan is for 1 Year from the date of first disbursement. Principal amount is repayable on demand.

- 1.45

9

Working capital and PCFC credit from Citi Bank N.A. is secured by

Exclusive charge on all present and future stock and book debts of the Company.(PCFC Loan in foreign currency ` Nil., Working capital loan ` Nil, Buyers credit ` Nil)

(March 31, 2020- PCFC Loan in foreign currency ` 4.60 Crores., Working capital loan ` Nil, Buyers credit ` 3.19 Crore.)

- 7.79

10Short term loan from HDFC Bank obtained by Mindarika Private Limited:

Includes obligation against bills discounted and remaining unpaid as at year end. 9.52 -

11

Short term loan from HSBC Bank obtained by Mindarika Private Limited: Secured by first pari passu charge on current assets of Mindarika Private Limited. Second charge on movable property, plant and equipment of the Company, both Present & future. Rate of interest Nil on March 31, 2021 (March 31, 2020: 11.45%)

- 0.05

12

Working capital loan from HDFC Bank carries interest rate of 8.4% obtained by Minda Katolec Electronics Services Private Limited is secured by exclusive hypothecation on stock in trade, book debts and receivables, plant and machinery, fixed deposits and movable assets (both present & future).

0.19 -

13

Buyers credit from HDFC Bank carries interest rate at LIBOR +250 basis points by Minda Katolec Electronics Services Private Limited Secured by exclusive hypothecation on stock in trade, book debts and receivables, plant and machinery, fixed deposits and movable assets (both present & future).

3.68 5.24

14

Bills payable outstanding from HDFC Bank carries interest rate of 8.45% obtained by Minda Katolec Electronics Services Private Limited Secured by exclusive hypothecation on stock in trade, book debts and receivables, plant and machinery, fixed deposits and movable assets (both present & future).

4.40 4.87

15Primary security (for CC): First charge (hypothecation) on all the current assets of the Company including stock, work-in -progress, book debt (both current and non-current), both present and future

- 14.75

16Short term loan from HDFC Bank obtained by the parent company

Includes obligation against bills discounted and remaining unpaid as at year end 5.76 -





March 31, 2021As at

March 31, 2020

**Unsecured Loan from Banks:

1 Working capital loan from Kotak Mahindra Bank obtained by the Parent Company, is repayable maximum within 90 days

9.50 -

2 Commercial Paper from Kotak Mahindra Bank by the Parent Company 50.00 -

3 Packing Credit loan from HDFC Bank by the Parent Company 12.40 6.06

4 Working capital demand loan availed by Minda TG Rubber Private Limited of ` NIL (March 31, 2020: 9.45 Crores at interest rate of 7.25%)

- 9.45

5 Short term Loan from Kotak Bank obtained by Mi Torica India Private Limited 17.50 -

6 Short term Loan from-Tokyo -Mitsubishi UFJ,Limited by MI Torica India Private Limited - 15.75

7 From BBVA Bank to subsidiaries of Global Mazinkert, S.L 17.10 13.20

8 From La Caixa Bank to subsidiaries of Global Mazinkert, S.L 22.73 42.62

9 From Santander Bank to Global Mazinkert, S.L 6.46 -

10 Working Capital loan from BBVA Bank taken by iSYS RTS GmbH 10.33 11.56 ***Unsecured Loan from related party:

1 From Singhal Fin Cap Limited to Minda Katolec Electronics Services Private Limited which is repayable on demand carries interest rate of 8.50%p.a.

- 5.10

****Unsecured Loan from Others:

1 Working capital loan from Bajaj Finance Limited by the Parent Company, is repayable maximum within 60 days in case of purchase order discounting and 180 days in case of short term loan, respectively.

68.00 35.00

Total 313.78 237.95

23. TRADE PAYABLES(All amounts in Indian ` Crore, unless otherwise stated)



Trade payables(a) Total outstanding dues of micro enterprises and small enterprises (refer

note 45) 181.68 100.32

(b) Total outstanding dues of creditors other than micro and small enterprises* 1,108.11 1018.18 1,289.79 1,118.50

The Group's exposure to currency and liquidity risks related to the above financial liabilities is disclosed in Note 50.

* Includes Acceptances amounting to ` Nil (previous year ` 5.88 Crore)

24. OTHER FINANCIAL LIABILITIES (CURRENT)(All amounts in Indian ` Crore, unless otherwise stated)



Current maturities of non-current borrowings (refer note 18) 195.62 178.55 Current portion of deferred payment liabilities (refer note 19) 3.85 3.06 Interest accrued but not due on non-current borrowings 4.58 5.25 Payble for purchase consideration (refer note 55) 463.88 463.88 Unpaid dividend 0.74 0.75 Capital creditors 31.29 48.09 Others - Retention deposits payable 1.42 0.93 - Payable to employees 43.01 34.87 - Current portion of deferred Government grants 0.86 1.31 - Forward contract payable 12.12 6.97 - Payable for acquisition (refer note 55) - 34.32 - Payable for other purchase - 5.27

757.37 783.25




25. OTHER LIABILITIES (CURRENT)




Advance from customers 48.01 59.47

Accrued liabilities for expenses - 10.74

Others

- Mark to market loss derivative contract - 0.04

- Statutory dues 59.52 48.84

- Others 2.50 2.08

110.03 121.17

26. SHORT-TERM PROVISIONS




Short-term provisionsProvision for employee benefits Gratuity (refer note 43) 3.40 3.88

Compensated absences 13.41 15.19

16.81 19.07 OthersProvision for warranty (refer note 46) 13.90 10.33

Others 8.33 3.76

22.23 14.09 39.04 33.16

27. ASSET HELD FOR SALE

The Parent Company is having a land under lease hold arrangement with Maharashtra Industrial Development Corporation for a period of 99 years. The Company has entered into sale agreement for disposal of said land as per the term and condition agreed.

Pursuant to the above, the said buildings have been reclassified from “Property, plant and equipment” to “Non-current assets held for sale” amounting to ` 0.75 Crore and the said land has been reclassified from “Right-of-use assets” to “Non-current assets” held for sale amounting to ` 6.74 Crores at an agreeed sale value of ` 8 Crores. Also, the Company has received advance amounting to ` 4.34 Crores which is disclosed separately in balance sheet as "Liabilities related to assets held for sale".

28. REVENUE FROM OPERATIONS *




Revenue from contract with customers `

Sale of products 6,065.74 6,007.23

Sale of services 217.61 145.81

Other operating revenues 90.39 68.99

6,373.74 6,222.03

* Also refer note 42 for revenue based on geographical location




29. OTHER INCOME




Interest income on deposits 5.85 9.60 Net gain on foreign currency fluctuations 19.35 6.17 Net profit on sale of property, plant and equipment (net) 2.50 7.87 Dividend income - 0.07 Profit on Redemption/sale of shares & Mutual Funds 4.30 - Income under Package Scheme of Incentives 0.41 0.86 Other non-operating income- Liabilities / provisions no longer required written back 3.21 1.40 - Insurance Claim 0.32 0.02 - Mark to market gain on forward contract 0.56 7.08 - Miscellaneous income 10.53 7.42

47.03 40.49

30. COST OF MATERIALS CONSUMED(All amounts in Indian ` Crore, unless otherwise stated)



Raw materials (including purchased components and packing material consumed)Opening balance 281.09 296.52 Add: Purchases 3,539.38 3,200.88 Less: Closing inventories (358.16) (281.09)Less: Pursuant to loss of control in a subsidiary (5.63) - Less: Foreign currency translation adjustment (0.25) (1.59)

3,456.43 3,214.72

31. PURCHASES OF STOCK IN TRADE(All amounts in Indian ` Crore, unless otherwise stated)



Purchases of stock in trade 528.76 613.28 528.76 613.28

32. CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK IN TRADE AND WORK IN PROGRESS(All amounts in Indian ` Crore, unless otherwise stated)



Inventories at the end of the year:Work-in-progress 121.84 85.40

Finished goods 111.87 97.02

Stock-in-trade 100.52 85.91

334.23 268.33 Inventories at the beginning of the year:Work-in-progress 85.40 71.07

Finished goods 97.02 113.77

Stock-in-trade 85.91 65.77

268.33 250.61 Net (increase)/decrease in inventories (65.90) (17.72)




33. EMPLOYEE BENEFITS EXPENSE(All amounts in Indian ` Crore, unless otherwise stated)



Salaries and wages 849.97 818.08 Expense on employee stock option schemes (refer note 48) 1.05 1.20 Contribution to provident and other funds 81.96 72.32 Staff welfare expense 48.71 52.23

981.69 943.83

34. FINANCE COSTS(All amounts in Indian ` Crore, unless otherwise stated)



Interest expense on borrowings 62.68 80.90 Interest expense on lease liabilities 6.53 7.64 Other borrowing costs 4.44 5.63

73.65 94.17

35. DEPRECIATION AND AMORTISATION EXPENSE(All amounts in Indian ` Crore, unless otherwise stated)



Depreciation on property, plant and equipment 295.32 283.84 Amortisation on intangible fixed assets 55.16 40.72 Depreciation on right-of-use assets 24.82 15.51

375.30 340.07

36. OTHER EXPENSES (All amounts in Indian ` Crore, unless otherwise stated)



Consumption of stores and spare parts 108.79 108.98Job work charges 55.92 61.47Power and fuel 149.85 148.49 Rent (refer note 47) 21.14 28.60 Repairs and maintenance:- Buildings 13.64 12.59 - Machinery 39.30 45.10 - Others 14.37 11.08 Insurance 11.86 10.75 Rates and taxes 4.56 4.17 Travelling and conveyance 38.28 60.26 Director's sitting fee 0.57 0.53 Legal and professional charges * 27.73 37.19 Fixed assets scrapped/ written off 1.89 1.21 Advertisement and sales promotion 12.92 12.03 Provision/write off for doubtful trade and other receivables, loans and advances (net) 4.73 4.76 Royalty expenses 18.24 14.20 Freight and other distribution overheads 117.72 99.40 Development Expenses 4.03 4.31 Data processing expenses 1.73 2.55 Warranty (refer note 46) 15.10 14.26 Printing and stationery 3.96 4.71






Corporate social responsibility expenditure 7.43 8.40 Net loss on foreign currency fluctuations (other than considered as finance cost) 5.00 38.03 Net change in fair value of investments measured at FVTPL - 3.55 Miscellaneous expenses 69.01 59.49

747.77 796.12 Note:*Includes payments to the Auditors (excluding taxes)Statutory audit 2.27 2.32 Limited review 0.68 0.65 Certification 0.64 0.39 Reimbursement of expenses 0.18 0.45

3.77 3.81 Others (not included in payments to auditors above )#Other services 0.85 - Reimbursment of expenses 0.03 -

0.88 - # Included in Rights Issue expenses under other equity.

37. EXCEPTIONAL ITEMS

(All amounts in Indian ` Crore, unless otherwise stated) Particulars For the year ended


March 31, 2020Acquisition / amalgamation related expenses * - 33.36 Impairment of land - 1.10 Gain on loss of control in subsidiary 1.73 -

1.73 34.46

*includes acquisition related costs and stamp duty

38. EARNINGS PER SHARE

(All amounts in Indian ` Crore, unless otherwise stated)Particulars For the year ended


March 31, 2020Net profit after tax as per Consolidated Statement of Profit and loss 206.63 155.18 Weighted average number of Equity Shares (in Nos.):- Basic 26,73,78,821 26,22,16,965 - Diluted 27,86,87,216 27,47,86,257 Basic earnings per share in rupees (Face value ` 2 per share) (In rupees) 7.73 5.92 Diluted earnings per share in rupees (Face value ` 2 per share) (In rupees) 7.41 5.65 Calculation of weighted average number of sharesFor basic earnings per shareOpening balance of Equity Shares 26,22,16,965 26,22,16,965 Issued during the year (Rights Issue) 97,11,739 - ESOP Exercised - Issued during the previous year (Bonus Shares) - Closing balance of equity shares 27,19,28,704 26,22,16,965 Weighted average number of equity share 26,73,78,820.80 26,22,16,965 For diluted earnings per shareNo. of Equity Shares (weigthed average) 26,73,78,820.80 26,22,16,965.00 Dilution of equity (ESOP) 1,13,08,395.22 1,25,69,292.41 Weighted average number of equity share 27,86,87,216 27,47,86,257




39. CONTINGENT LIABILITIES

(a) Claims made against the Group not acknowledged as debts (including interest, wherever applicable):




Income tax matters * 13.72 17.23

Excise / Sales tax / Service tax / GST matter ** 22.06 15.85

Others 1.25 1.95

Bank guarantee given to custom authorities and others 0.51 0.51

Total 37.54 35.54 * The Group has ongoing disputes with income tax authorities relating to tax treatment of certain items. These mainly include disallowed expenses, the tax treatment of certain expenses claimed by the Group as deductions and the computation of, or eligibility of, the Group’s use of certain tax incentives or allowances. The Group has a right of appeal to the Commissioner of Income Tax (Appeals), or CIT (A), the Dispute Resolution Panel, or DRP, and to the Income Tax Appellate Tribunal, or ITAT, against adverse decisions by the assessing officer, DRP or CIT (A), as applicable. The income tax authorities have similar rights of appeal to the ITAT against adverse decisions by the CIT (A) or DRP. The Group has a further right of appeal to the High Court or the Hon’ble Supreme Court against adverse decisions by the appellate authorities for matters involving substantial question of law. The income tax authorities have similar rights of appeal.

** Includes show cause demand on applicability of excise duty on designs provided by the customer ` 15.16 (Previous year ` 15.30 crores)

Future cash outflows in respect of the above would be determinable on finalisation of judgments /decisions pending with various forums / authorities.

(b) Group Companies have made sales to various customers against C-form issued under Central Sales Tax Act on account of which the Group Companies have paid 2% sales tax in place of respective higher rates. Total outstanding forms amounting to ` 0.13 crore (` 0.53 crore as on March 31, 2020). If the Group Companies do not collect the forms in prescribed time, then the Group Companies may have to pay differential tax, including interest and penalty thereon which is not quantifiable.

(c) The liability of custom duty towards export obligation undertaken by the Group under export promotion capital goods scheme (EPCG) amounting ` 6.60 crores (` 14.08 crores as at March 31, 2020). The Group had imported Capital goods under EPCG and saved duty to the tune of ` 6.60 crores (` 14.08 crores as on March 31, 2020). As per the EPCG terms and conditions, Company needs to export ` 39.60 crores (` 84.47 crores as on March 31, 2020) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years. If the Group does not export goods in prescribed time, then the Group may have to pay interest and penalty thereon.

(d) The group has availed MSIP incentive from the Ministry of Electronics amounting to ` 6.01 Crore ( March 31, 2020 ` 5.21Crores). In accordance with the MSIP guidelines, the amount may be refundable to the government if the specified conditions are not fulfilled within prescribed time. Further, an entity in the group has also accounted revenue subsidy of ` 3.73 Crore (March 31, 2020 Nil.)

(e) The Hon’ble Supreme Court of India (“SC”) by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision has been filed and is pending before the SC for disposal. Further, there are interpretative challenges and considerable uncertainty, including estimating the amount retrospectively.

Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect has been provided for in the consolidated financial statements.

40. CAPITAL AND OTHER COMMITMENTS (NET OF ADVANCE)a) Estimated amount of contracts remaining to be executed on account of capital and other commitments (net of advance) and not

provided for as at March 31, 2021 aggregates to ` 74.76 Crores (March 31, 2020: ` 81.49 Crores).

b) Estimated amount of investment to be made as per government incentive scheme is ̀ 199.34 (` 318.94 Crores as at March 31, 2020).




41. During the year 2002-03, the Director, Town and Country Planning, Chandigarh issued a demand notice on the Company amounting to ` 0.39 Crore towards revised CLU (change of land use) charges for the land situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Gurugram, and Haryana (Manesar land). The Company paid ` 0.02 Crore and had also filed a Special Leave Petition (SLP) with the Hon’ble Supreme Court of India, basis which a leave had been granted. Further, the Company had deposited ` 0.09 Crore under protest with the authorities. During the previous years, the Company had filed a writ petition with the High Court of Punjab and Haryana in order to cancel the demand notice and obtain a stay on the balance demand. Further, the Company had withdrawn the petition and accordingly had asked Town and Country Planning, Chandigarh to review and waive of the liability of remaining balance of ` 0.28 Crore and the interest thereon amounting to ` 0.50 Crore (previous year ` 0.47 Crore) towards revised CLU charges after adjusting the amount of ` 0.11 Crore paid earlier.

"The Parent Company had applied for grant of license under ‘Affordable Housing Policy- 2013’ on the land measuring 5 acres in Manesar land and paid scrutiny fee (non-refundable) amounting to ` 0.03 Crore in this respect, which was received in earlier year. The Company had paid ` 0.43 Crore towards CLU charges during the previous year. The Company had further applied for grant of similar license on additional land measuring 5 acres in Manesar land.

During the year, the Company had applied for migration of license received under ‘Affordable Housing Policy- 2013’ admeasuring 5 acres to “Deen Dayal Awas Yojna Scheme” of the Government and withdrawn other pending applications. Further the Company had applied for Manesar land admeasuring 10 acres (including share of a subsidiary “Mindarika Private Limited”) under “Deen Dayal Awas Yojna Scheme” and paid application money of ` 0.92 Crores."

The Parent Company had considered the option of re-locating the manufacturing units from Sector 81, Gurgaon to Bawal, Dharuhera, IMT Manesar, Farrukhnagar. The Company considered factors such as price, distance and convenience of employees and other stake holders’ and was of the view that shifting to Farrukhnagar Would be a suitable option. In this respect, the Company had approached certain related parties who had land measuring 14.37 acres in Farrukhnagar, Haryana (which is close to existing Manesar plant) and took land on lease for 99 years at a lump-sum rent of ` 0.05 Crores for entire tenure. The Company will apply CLU (change of land use from agricultural to industrial) for Farrukhnagar land. Post approval of CLU, the Company will cancel the lease and purchase the land at fair market price as determined by registered valuer.

42. SEGMENT INFORMATION Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the

financial statements of the Group as a whole. As the Group’s business activity primarily falls within a single business segment i.e. auto components including electrical

parts and its accessories and ancillary services as primary segment, thus there are no additional disclosures to be provided under Ind AS 108 – ‘Operating Segments’. The management considers that the various goods and services provided by the Group constitutes single business segment, since the risk and rewards from these services are not different from one another.

Information about geographical areas(All amounts in Indian ` Crore, unless otherwise stated)

Particulars March 31, 2021 March 31, 2020Revenue from operations* Within India 5,170.03 5,152.97

Outside India 1,203.71 1,069.06

Non-current assets** Within India 2,599.98 2,798.13

Outside India 396.53 336.97

* on the basis of location of customers. ** on the basis of location of the assets. Assets used in the Group’s business and liabilities contracted in respect of its business activities, are not identifiable in line with

the above geographies as the assets and liabilities contracted are used interchangeably between the geographies.

43. DISCLOSURE PURSUANT TO IND AS 19 ON “EMPLOYEE BENEFITS”

A. Defined benefit plan

Define benefit includes The Company operates following defined benefit obligations:a) Defined benefit plans such as gratuity and

b) Pension for its eligible employees,

Gratuity is payable to all eligible employees of the Group on retirement/exit, death or permanent disablement in terms of the provisions of the Payment of Gratuity Act, 1972.




(i) Risk exposure

Inherent risk

The plan is defined benefit in nature which is sponsored by the Group and hence it underwrites all the risks pertaining to the plan. In particular, this exposes the Group to actuarial risk such as adverse salary growth, change in demographic experience, inadequate return on underlying plan assets. This may result in an increase in cost of providing these benefits to employees in future. Since the benefits are lump sum in nature, the plan is not subject to any longevity risks.

Salary inflation risk

Higher than expected increases in salary will increase the defined benefit obligation.

Demographic risk

This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

(ii) Changes in present value of obligation:


Particulars Pension Benefits Gratuity Benefits

For the year ended

March 31, 2021

For the year ended

March 31, 2020

For the year ended

March 31, 2021

For the year ended

March 31, 2020

Present value of obligation as at the beginning of the year 4.03 3.33 84.20 65.73

Current service cost - 11.08 10.43

Interest cost 0.30 0.22 5.81 4.99

Re-measurement (or Actuarial) (gain) / loss arising from: - - (0.48) -

- change in demographic assumptions (gain) / loss - (0.17) (0.01)

- change in financial assumptions (0.17) 0.57 0.94 7.60

- experience variance (0.16) (0.09) (4.21) (0.30)

- others - -

Past service cost - - - -

Benefits paid - - (6.45) (4.90)

Others - - (1.09) 0.65

Actuarial (gain)/loss on obligation - - - -

Present value of obligation as at the end of year 4.01 4.03 89.63 84.20

- Long term 4.01 4.03 86.22 80.32

- Short term - - 3.41 3.88 *The Parent Company and its subsidiary is maintaining its gratuity fund with L.I.C. through Gratuity Trust.

(iii) Changes in the fair value of plan assets: The Company is maintaining its gratuity fund with L.I.C. through Gratuity Trust.



For the year ended

March 31, 2021

For the year ended

March 31, 2020

For the year ended

March 31, 2021

For the year ended

March 31, 2020

Fair value of plan assets at the beginning of the year - - 18.12 17.76

Investment Income - - - -





For the year ended

March 31, 2021

For the year ended

March 31, 2020

For the year ended

March 31, 2021

For the year ended

March 31, 2020

Expected return on plan assets - - 0.76 -

Return on plan assets - - 0.46 1.30

Actuarial gain/loss for the year - - - -

Employer contributions - - - -

Benefits paid - - (0.55) (0.21)

Others - - 0.98 (0.78)

Fair value of plan assets at the end of the year - - 19.77 18.07

(IV) THE AMOUNTS RECOGNISED IN THE CONSOLIDATED BALANCE SHEET ARE AS FOLLOWS:

((All amounts in Indian ` Crore, unless otherwise stated)Particulars Pension Benefits Gratuity Benefits

For the year ended

March 31, 2021

For the year ended

March 31, 2020

For the year ended

March 31, 2021

For the year ended

March 31, 2020

Present value of obligation as at the end of the year (4.01) (4.03) (89.63) (84.20)Fair value of plan assets as at the end of the year - - 19.77 18.07 Unfunded status (4.01) (4.03) (69.86) (66.13)Net asset/(liability) recognized in consolidated balance sheet (4.01) (4.03) (69.86) (66.13)

(V) EXPENSES RECOGNISED IN THE CONSOLIDATED STATEMENT OF PROFIT AND LOSS:


For the year ended

March 31, 2021

For the year ended

March 31, 2020

For the year ended

March 31, 2021

For the year ended

March 31, 2020

Current service cost - - 11.08 10.43

Past service cost - - - - Interest cost 0.30 0.22 5.81 4.99 Return on plan assets - - (1.22) (1.30)Expenses recognized in the consolidated statement of profit and loss

0.30 0.22 15.67 14.12

(VI) RE-MEASUREMENTS RECOGNISED IN OTHER COMPREHENSIVE INCOME (OCI):


For the year ended

March 31, 2021

For the year ended

March 31, 2020

For the year ended

March 31, 2021

For the year ended

March 31, 2020

Actuarial (gains) / losses

- change in demographic assumptions - - (0.17) (0.01)- change in financial assumptions (0.17) 0.57 0.94 7.60 - experience variance (i.e. Actual experience vs - assumptions)

(0.16) (0.09) (4.21) (0.30)

Components of defined benefit costs recognised in other comprehensive income

(0.33) 0.48 (3.44) 7.29




(vii) Maturity profile of defined benefit obligation:


For the year ended

March 31, 2021

For the year ended

March 31, 2020

For the year ended

March 31, 2021

For the year ended

March 31, 2020

Within 1 year 0.27 0.34 4.60 5.78

2 to 5 years 0.97 0.86 17.60 16.51 6 to 10 years 1.94 1.79 30.88 29.78 More than 10 years 11.20 11.20 166.87 164.06

(viii) Principal actuarial assumptions at the balance sheet date are as follows:

a) Economic assumptions:

The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based upon the market yields available on Government bonds at the accounting date with a term that matches that of the liabilities and the salary growth rate taking account of inflation, seniority, promotion and other relevant factors on long term basis.






Discount rate 5.91% 6.28% 6.85% 6.64% - 6.85%

Future salary increase 5.50% 5.50% 6.00% - 8.00% 5.50% - 8.00%Expected return on plant assets - - 8.00% 8.00%

b) Demographic assumptions:






i) Retirement Age (Years) 58.00 58.00 58.00 58.00

ii) Mortality Table IALM (2012-14) IALM (2006-08); IALM (2012-14)iii) Ages Withdrawal Rate (%) Withdrawal Rate (%) Up to 30 years 3.00 3.00 3.00 3.00 From 31 to 44 years 2.00 2.00 2.00 2.00

1.00 1.00 1.00 1.00

(ix) Sensitivity analysis for significant assumptions: Increase/(Decrease) on present value of defined benefits obligation at the end of the year






1% increase in discount rate (0.53) (0.60) (71.67) (63.80)

1% decrease in discount rate 0.73 0.57 90.55 81.94 1% increase in salary escalation rate 0.67 0.75 89.35 80.71 1% decrease in salary escalation rate (0.62) (0.49) (72.39) (64.54)50% increase in attrition rate (0.59) (0.66) (79.31) (70.72)50% decrease in attrition rate 0.61 0.68 81.37 72.81 10% increase in mortality rate (0.60) (0.67) (80.22) (71.60)10% decrease in mortality rate 0.60 0.67 80.23 71.61




44. INCOME TAXES

Reconciliation of effective tax rate: (All amounts in Indian ` Crore, unless otherwise stated)



Profit before income tax expense (inclusive of other comprehensive income excluding share of profit in associates and joint ventures)

340.81 238.61

Tax at India's tax rate of 34.944% (previous year 34.608%) 119.09 83.38

Tax effect of amounts which are not deductible in calculating taxable income (net off exempt income)

4.91 15.49

Tax effect due to B/f Losses (0.64) -

Tax on foreign dividend - (3.79)

Tax effect due to Capital Gain Taxable @ 20% instead of @ 30% (0.60) -

Weighted deduction for expenditure incurred on research and development

- (11.48)

Difference of tax rate due to subsidiaries having lower tax rate (7.98) (7.76)

Unabsorbed losses where deferred tax not recognised 2.16 9.20

Change in tax rates (8.77) (10.12)

Other adjustments (6.38) (9.14)

Income tax expense (inclusive of other comprehensive income tax component)

101.79 65.78

45. The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with their customers the Entrepreneurs Memorandum number as allocated after filing of the said Memorandum. Accordingly, the disclosures in below respect of the amounts payable to such enterprises as at the year-end has been made based on information received and available with the Group.




The amounts remaining unpaid to micro and small suppliers as at the end of the year

- Principal 181.02 100.02

- Interest 0.66 0.30

The amount of interest paid by the buyer as per the Micro Small and Medium Enterprises Development Act, 2006 (MSMED Act 2006)

1.03 0.04

The Amounts of the payments made to micro and small suppliers beyond the appointed day during the year

73.99 245.49

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the MSMED Act 2006

0.24 1.67

The amount of interest accrued and remaining unpaid at the end of the year 0.38 1.97

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under the MSMED Act 2006

0.03 -

46. PROVISION FOR CONTINGENCIES

WarrantyThe Group has made warranty provision on account of sale of products with warranty clause. These provisions are based on management’s best estimate and past trends. Actual expenses for warranty are charged directly against the provision.




Un-utilised provision is reversed on expiry of the warranty period. The movement of the provision is as follows:(All amounts in Indian ` Crore, unless otherwise stated)



Balance as at beginning of the year 17.46 18.20 Add: Provision made during the year 15.10 14.26 Less: Utilised/ reversed during the year (15.08) (15.00)Balance as at the end of the year 17.48 17.46 Non-current 3.58 7.13 Current 13.90 10.33

47. LEASE (i) Amount recognised in Balance sheet: The balance sheet shows the following amount related to leases :




Right of use assetsLeasehold land 80.92 68.49 Builidng 77.97 95.24 Plant and Machinery and others 16.04 2.21 Total 174.93 165.94

The following is the break-up of current and non-current lease liabilities:(All amounts in Indian ` Crore, unless otherwise stated)



Current lease liabilities 20.16 18.76 Non-current lease liabilities 90.55 98.06 Total 110.71 116.82

The maturity analysis of lease liabilities are disclosed in note 50(All amounts in Indian ` Crore, unless otherwise stated)



Balance at the beginning 116.82 - Transition adjustment of Ind AS 116 - 116.05 Additions during the year 30.73 16.26 Effect of business combination - 1.69

Finance cost accrued during the year 6.53 7.64

Deletions/Adjustment (15.92) (3.86)

Payment of lease liabilities (27.45) (20.96)

Total 110.71 116.82

(ii) Amount recognised in the statement of Profit and loss: The statement of Profit and loss shows the following amount related to leases :




Depreciation charge of right of use assetsLeasehold land 3.85 0.74 Builidng 14.38 14.04 Plant and Machinery and others 6.59 0.73

Total 24.82 15.51

The maturity analysis of lease liabilities are disclosed in note 50




(iii) Lease commitments are the undiscounted future cash out flows from the lease contracts which are not recorded in the measurement of lease liabilities. These include potential future payments related to leases with term less than twelve months and leases of low value assets.




Payable within one year 12.06 11.99

Payable between one to five years 32.76 32.69

Payable after five years 120.94 119.07

Total 165.76 163.75

48. SHARE BASED PAYMENTS

(a) UNO Minda Employee Stock Option Scheme – 2019The shareholders of the Parent Company had approved the UNO Minda Employee Stock Option Scheme – 2019 (herein referred as UNOMINDA ESOS-2019) through postal ballot resolution dated March 25, 2019.During the previous year, the NRC has approved and granted options to Eligible Employees of the Parent Company and its Subsidiaries.The plan envisaged grant of stock options to eligible employees at market price in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. This scheme provided for conditional grant of stock options at nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of equity shares to be granted under the scheme shall not exceed 7,866,500 options, convertible into equity shares of the Company. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and amendments thereof from time to time.

Particulars Scheme NameScheme Minda Employee Stock

Option Scheme 2020Year 2019-20Date of Grant 16/05/2019 &

28/01/2021No. of options granted 10,12,259Vesting conditions Achieving target of

market capitalization of the Company on or before 31 May 2022

Exercise period 2 Year from the date of Vesting

Exercise price (`) per share 325/-Fair value of the option on the date of grant (`) per share 41.31/-

No. of Share outstanding at year end for Minda Employee Stock Option Scheme 2019(All amounts in Indian ` Crore, unless otherwise stated)



Outstanding at the beginning of the year 10,12,259 -

Granted during the year 88,325 10,12,259

Forfeited/ Expired during the year 25,272 -

Exercised during the year* - -

Exercisable at the end of the year - -

Outstanding at the end of the year 10,75,312 10,12,259

Weighted average exercise price during the year (`) per share NA NA

Fair valuation The fair value of options has been done by an independent merchant banker on the date of grant using the Binomial Model.




50. FINANCIAL RISK MANAGEMENT OBJECTIVESThe Group, as an active supplier for the automobile industry expose its business and products to various market risks, credit risk and liquidity risk. The Group’s decentralised management structure with the main activities in the plants make necessary organised risk management system. The regulations, instructions, implementation rules and in particular, the regular communication throughout the tightly controlled management process consisting of planning, controlling and monitoring collectively form the risk management system used to define, record and minimise operating, financial and strategic risks. Below notes explain the sources of risks in which the Group is exposed to and how it manages the risks:

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and price risks, such as equity price risk and commodity price risk. The sensitivity analyses in the following sections relate to the position as at March 31, 2021. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities.

(i) Foreign currency risk

The Group’s risk management policy is to hedge a part of its estimated foreign currency exposure in respect of forecast sales and purchases. The Group uses forward exchange contracts and currency options to hedge its currency risk.

Nature of contracts Currency Hedged



Amount (`)



Amount (`)

Forward exchange contracts ( Trade Receivables) USD USD 29,73,193 21.85 USD 12,05,163 9.09 Forward exchange contracts (Trade Receivables) EURO EUR 3,90,000 3.36 - - Cross currency and interest rate swaps (to hedge the foreign currency loan)

USD USD 41,97,742 30.86 USD 53,97,097 40.69

Forward exchange contracts (Trade Payables) JPY - - JPY 6,50,00,000 4.53 Forward exchange contracts (Trade Payables) USD USD 23,54,230 17.30 USD 20,52,880 15.48 Currency options (to hedge the ECB loan) USD EUR

1,51,93,177 130.81 EUR

1,73,69,109 144.25

Currency options (to hedge the ECB loan) USD USD 1,06,75,100

78.47 USD 1,49,45,140

112.67

* Foreign currency figures in absolute

The following assumptions were used for calculation of fair value of grants:

ParticularsRisk-free interest rate (%) 7.13%

Expected life of options (years) [(year to vesting) + (contractual option term)/2] 4 years

Expected volatility (%) 41%

Dividend yield 0.63%

Share price as at grant date (In `) 318The Risk free rate being considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities or 10 years Government bonds. Volatility calculation is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the period.The measure volatility is used in option- pricing model is the annualised standard deviation of the continuously compounded rate of the return of the stock over a period of time. The dividend yield for the year is derived by dividing the dividend for the period with the current market price.

49. The Group Companies have established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Group Companies are in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.




Particulars of un-hedged foreign currency exposure(All amounts in Indian ` Crore, unless otherwise stated)

As at March 31, 2021 As at March 31, 2020Currency Foreign

currency Amount in

Crores


Amount Foreign currency

Amount in Crores


Amount

Trade receivablesUSD 0.87 73.50 63.67 0.62 75.39 46.87 EUR 0.25 86.10 21.54 0.28 83.05 23.65 JPY 9.57 0.66 6.35 3.02 0.70 2.10 GBP 0.00 100.95 0.18 0.00 93.08 0.10 Trade payable & Capital creditors USD 1.55 73.50 113.87 1.92 75.39 144.51 JPY 21.31 0.66 14.14 21.76 0.70 15.17 EUR 0.15 86.10 13.20 0.13 83.05 11.00 TWD 0.04 2.57 0.10 0.05 2.24 0.12 THB 0.00 - - 0.50 2.31 1.14 Advance to vendors EUR 0.01 86.10 1.23 - 83.05 - USD 0.19 73.50 13.82 0.26 75.39 19.60 GBP 0.00 100.95 0.01 - 93.08 - JPY 0.76 0.66 0.51 1.21 0.70 0.84 Advance from customers USD 0.01 73.50 0.99 0.01 75.39 0.75 EUR 0.00 86.10 0.26 0.00 83.05 0.01 Bank balances TWD 0.03 2.57 0.09 - 2.24 - USD 0.02 73.50 1.16 0.11 75.39 8.07 JPY 0.06 0.66 0.04 3.30 0.70 2.30 EUR - 86.10 - 0.03 83.05 2.49 Borrowings - USD 2.80 73.50 205.81 3.54 75.39 266.87 EUR - 86.10 - 0.42 83.05 34.88

Foreign currency risk sensitivityThe following tables demonstrate the sensitivity to a reasonably possible change in currency exchange rates, with all other variables held constant. The impact on the Group profit before tax is due to changes in the fair value of monetary assets and liabilities.

(All amounts in Indian ` Crore, unless otherwise stated) Exposure gain/(loss) As at March 31, 2021 As at March 31, 2020Particulars Change +1% Change -1% Change +1% Change -1%Trade receivablesUSD 0.64 (0.64) 0.47 (0.47)EUR 0.22 (0.22) 0.24 (0.24)JPY 0.06 (0.06) 0.02 (0.02)GBP 0.00 (0.00) 0.00 (0.00)Trade payables USD (1.14) 1.14 (1.45) 1.45 JPY (0.14) 0.14 (0.15) 0.15 EUR (0.13) 0.13 (0.11) 0.11 TWD (0.00) 0.00 (0.00) 0.00 THB - - (0.01) 0.01 Advance to vendors - EUR 0.01 (0.01) - - USD 0.14 (0.14) 0.20 (0.20)GBP 0.00 (0.00) - - JPY 0.01 (0.01) 0.01 (0.01)




(ii) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s main interest rate risk arises from long-term borrowings with variable rates, which exposes the Group to cash flow interest rate risk. During March 31, 2021 and March 31, 2020, the Group’s borrowings at variable rate were mainly denominated in INR, EURO and USD.The Group's fixed rate borrowings are carried at amortised cost.The exposure of the Group’s borrowing to interest rate changes at the end of the reporting period are as follows:




Variable rate borrowings 790.02 1,056.87 Fixed rate borrowings 258.50 139.95 Total 1,048.52 1,196.82

Sensitivity analysisFor floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year.


Particulars Impact on profit before taxFor the year ended


March 31, 2020Increase by 0.5% (3.95) (5.28)Decrease by 0.5% 3.95 5.28

(iii) Commodity price risks Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Group. The Group sells its products mainly to auto makers (Original Equipment Manufacturer) whereby there is a regular negotiation / adjustment of prices on the basis of changes in commodity prices.

b) Liquidity Risk Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing including loans from banks at an optimised cost.

(i) The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.

(All amounts in Indian ` Crore, unless otherwise stated)As at March 31, 2021 0-1 Years 1-5 Years More than 5

YearsTotal

Borrowings 509.40 538.67 0.45 1,048.52 Lease liabilities 20.16 48.84 41.71 110.71 Trade payable 1,289.79 - - 1,289.79 Other financial liabilities 561.75 89.57 - 651.32 As at March 31, 2020Borrowings 416.50 653.64 126.68 1,196.82 Lease liabilities 18.76 45.17 52.89 116.82 Trade payable 1,118.50 0.50 - 1,118.99 Other financial liabilities 604.69 75.14 - 679.83


Advance from customers USD (0.01) 0.01 (0.01) 0.01 EUR (0.00) 0.00 (0.00) 0.00 Bank balances TWD 0.00 (0.00) - - USD 0.01 (0.01) 0.08 (0.08)JPY 0.00 (0.00) 0.02 (0.02)EUR - - 0.02 (0.02)Borrowings USD (2.06) 2.06 (2.67) 2.67 EUR - - (0.35) 0.35



(ii) Financing arrangements The Group had access to the following undrawn borrowing facilities at the end of the reporting period.




Floating rate As per Note 21 As per Note 21

- Expiring within one year (cash credit and other facilities) 269.84 239.89

c) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Group and arises principally from the Group’s receivables from customers and deposits with banking institutions. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables.

The Group has developed guidelines for the management of credit risk from trade receivables. The Group’s primary customers are major automobile manufacturers (OEMs) with good credit ratings. All clients are subjected to credit assessments as a precautionary measure, and the adherence of all clients to payment due dates is monitored on an on-going basis, thereby practically eliminating the risk of default. The Group has deposited liquid funds at various banking institutions. No impairment loss is considered necessary in respect of fixed deposits that are with recognised commercial banks and are not past due over past years.

51. (I) THE FOLLOWING TABLE SUMMARISES THE INFORMATION RELATING TO EACH OF THE GROUP’S SUBSIDIARIES THAT HAS MATERIAL NCI, BEFORE ANY INTRA-GROUP ELIMINATIONS


As at March 31, 2021 Minda Kyoraku Limited



NCI percentage 32.40% 30.01% 49.00%Non-current assets 103.13 497.65 199.98 Current assets 82.04 196.13 226.15 Non-current liabilities 20.77 145.75 38.85 Current liabilities 45.64 121.67 141.90 Net assets 118.76 426.36 245.38

Net assets attributable to NCI 38.48 127.95 120.24 Revenue 165.38 518.71 660.43 Profit/(Loss) 17.94 59.91 34.41 OCI 0.08 0.28 0.37 Total comprehensive income 18.02 60.19 34.78 Profit/(Loss) allocated to NCI 5.81 17.98 16.86 OCI allocated to NCI 0.03 0.08 0.18 Total comprehensive income allocated to NCI 5.84 18.06 17.04 Cash flows from (used in) operating activities 26.31 37.03 29.16 Cash flows from (used in) investing activities (10.15) (16.53) (10.42)Cash flows from (used in) financing activities (12.66) (26.14) (20.91)

Net increase (decrease) in cash and cash equivalents 3.50 (5.64) (2.17)

As at March 31, 2020 Minda Kyoraku Limited



NCI percentage 32.40% 30.01% 49.00%Non-current assets 108.97 507.52 219.88 Current assets 62.28 159.62 171.82 Non-current liabilities 28.49 164.46 54.11 Current liabilities 40.79 136.50 120.47





Net assets 101.97 366.18 217.12

Net assets attributable to NCI 33.04 109.89 106.39 Revenue 158.83 533.91 711.35

Profit/(Loss) 6.22 65.54 26.16

OCI (0.29) (0.42) (0.42)

Total comprehensive income 5.93 65.12 25.74

Profit/(Loss) allocated to NCI 2.02 19.67 12.82 OCI allocated to NCI (0.09) (0.13) (0.21)Total comprehensive income allocated to NCI 1.92 19.54 12.61 Cash flows from (used in) operating activities 42.44 219.41 102.59

Cash flows from (used in) investing activities (3.95) (81.38) (25.58)

Cash flows from (used in) financing activities (9.36) (130.75) (57.86)

Net increase (decrease) in cash and cash equivalents 29.13 7.28 19.15

(ii) Details of subsidiaries which have been consolidated are as follows:

Name of Company Country of Incorp oration

Ownership interest held by Group

Non Controlling

Interest

Non Controlling

Interest

Reporting date used for consolidation

As atMarch 31,

2021

As atMarch 31,

2020

As atMarch 31,

2021

As atMarch 31,

2020SubsidiariesMinda Kyoraku Limited India 67.60% 67.60% 32.40% 32.40% March 31, 2021Minda Kosei Aluminum Wheel Private Limited India 69.99% 69.99% 30.01% 30.01% March 31, 2021Minda TG Rubber Private Limited India - 51.00% - 49.00% March 31, 2020Minda Storage Batteries Private Limited India 100.00% 100.00% - - March 31, 2021YA Auto Industries (partnership firm) India 51.00% 51.00% 49.00% 49.00% March 31, 2021Minda Katolec Electronic Services Private Limited India 51.00% 51.00% 49.00% 49.00% March 31, 2021Mindarika Private Limited India 51.00% 51.00% 49.00% 49.00% March 31, 2021iSYS RTS GmbH Germany 80.00% 80.00% 20.00% 20.00% March 31, 2021Harita Fehrer Limited India 100.00% 100.00% - - March 31, 2021MI Torica India Private Limited India 60.00% 60.00% 40.00% 40.00% March 31, 2021Downstream subsidiary of MI Torica India Private LimitedMITIL Polymer Private Limited India 57.00% 57.00% 43.00% 43.00% March 31, 2021Global Mazinkert S.L. Spain 100.00% 100.00% - - March 31, 2021Downstream subsidiaries of Global Mazinkert, S.L.Clarton Horn, Spain Spain 100.00% 100.00% - - March 31, 2021Clarton Horn, Morocco Morocco 100.00% 100.00% - - March 31, 2021Clarton Horn, Signalkoustic Germany 100.00% 100.00% - - March 31, 2021Clarton Horn, Mexico Mexico 100.00% 100.00% - - March 31, 2021Light & Systems Technical Centre, S.L. Spain Spain 100.00% 100.00% - - March 31, 2021PT Minda Asean Automotive Indonesia 100.00% 100.00% - - March 31, 2021Downstream subsidiary of PT Minda Asean AutomotivePT Minda Trading Indonesia 100.00% 100.00% - - March 31, 2021Sam Global Pte Limited Singapore 100.00% 100.00% - - March 31, 2021Downstream subsidiaries of Sam Global Pte LimitedMinda Industries Vietnam Company Limited Vietnam 100.00% 100.00% - - March 31, 2021Minda Korea Co Limited Korea 100.00% - - - March 31, 2021Minda Delvis GmbH Germany 100.00% 100.00% - - March 31, 2021Downstream subsidiaries of Minda Delvis GmbHDelvis Products GmbH Germany 100.00% 100.00% - - March 31, 2021Delvis Solutions GmbH Germany 100.00% 100.00% - - March 31, 2021




(iii) Details of joint ventures and associates which have been accounted as per equity method are as follows:


Name of Company Country of Incorp oration

% of Ownership interest at March 31,

2021

Quoted fair value as at # Carrying amount as at

Interest in joint ventures consolidating using equity method of accounting

March 31, 2021

March 31, 2020

March 31, 2021

March 31, 2020


India 49.10% - - 8.19 5.07

Rinder Riduco, S.A.S. Columbia Columbia (USA) 50.00% - - 10.40 8.88

ROKI Minda Co. Pvt. Ltd. India 49.00% - - 110.67 92.11

Minda TTE DAPS Private Limited India 50.00% - - - 3.38

Minda Onkyo India Private Limited India 50.00% - - 3.56 -

Minda TG Rubber Private Ltd. (Refer note 55) India 49.90% - - 26.10 -

Densoten Minda India Private Limited India 49.00% - - 53.41 45.51

Minda D-ten India Private Limited India 51.00% - - 7.89 7.33

Toyoda Gosei Minda India Pvt. Ltd. India 47.80% - - 231.08 193.05

Kosei Minda Mould Private Limited India 49.90% - - 4.34 4.61

Tokai Rika Minda India Private Limited India 30.00% - - 63.34 -

Interest in associates consolidating using equity method of accounting

Minda NexGenTech Limited India 26.00% - - 2.47 0.99

Yogendra Engineering (partnership firm) India 48.90% - - 0.08 0.08

Auto Components (partnership firm) India 48.90% - - 2.64 2.91

Kosei Minda Aluminum Company Pvt. Ltd. India 30.00% - - 3.52 8.20

# As all entities are unlisted therefore there is no quoted price.




(iv)

Addi

tiona

l in

form

atio

n pu

rsua

nt t

o pa

ragr

aph

2 of

Div

isio

n II

of S

ched

ule

III t

o th

e Co

mpa

nies

Act

201

3- ‘

Gen

eral

ins

truc

tions

for

the

pre

para

tion

of c

onso

lidat

ed fi

nanc

ial

stat

emen

ts’ o

f Div

isio

n II

of S

ched

ule

III:

Fo

r th

e ye

ar e

nded

Mar

ch 3

1, 2

021

Part

icul

ars

Net

ass

ets

(tota

l ass

ets

min

us

tota

l lia

bilit

ies)

Shar

e in

pro

fit o

r los

sSh

are

in o

ther

com

preh

ensi

ve

inco

me

Shar

e in

tota

l com

preh

ensi

ve

inco

me

As

% o

f co

nsol

idat

ed

net a

sset

s

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

profi

t or l

oss

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

eAs

%

cons

olid

ated

of

tota

l co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

e

Hold

ing

Com

pany

Min

da In

dust

ries

Lim

ited

73.0

2% 1

,647

.84

57.5

8% 1

18.9

8 18

.58%

2.6

6 55

.06%

121

.64

Subs

idia

ry C

ompa

nies

Indi

an

Min

da K

yora

ku L

imite

d5.

26%

118

.76

8.68

% 1

7.94

0.

53%

0.0

8 8.

16%

18.

02

Min

da K

osei

Alu

min

um W

heel

Priv

ate

Lim

ited

18.8

9% 4

26.3

6 29

.00%

59.

91

1.95

% 0

.28

27.2

4% 6

0.19

M

inda

TG

Rub

ber

Priv

ate

Ltd.

0.00

% -

-1

.06%

(2.1

8)0.

00%

-

-0.9

9% (2

.18)

Min

da S

tora

ge B

atte

ries

Priv

ate

Lim

ited

4.99

% 1

12.5

8 -0

.95%

(1.9

7)-0

.56%

(0.0

8)-0

.93%

(2.0

5)YA

Aut

o In

dust

ries

(par

tner

ship

firm

)0.

16%

3.7

0 4.

26%

8.8

0 0.

00%

-

3.98

% 8

.80

Min

da K

atol

ec E

lect

roni

c Se

rvic

es P

rivat

e Li

mite

d0.

35%

7.9

3 -3

.67%

(7.5

8)0.

35%

0.0

5 -3

.41%

(7.5

3)M

inda

rika

Priv

ate

Lim

ited

10.8

7% 2

45.3

8 16

.65%

34.

41

2.56

% 0

.37

15.7

4% 3

4.77

M

I Tor

ica

Indi

a Pr

ivat

e Li

mite

d1.

07%

24.

23

1.20

% 2

.48

0.07

% 0

.01

1.13

% 2

.49

Har

ita F

ehre

r Li

mite

d8.

63%

194

.79

9.08

% 1

8.76

-5

.94%

(0.8

5)8.

11%

17.

91

Fore

ign

Glo

bal M

azin

kert

S.L

.1.

83%

41.

32

-8.0

2% (1

6.57

)7.

82%

1.1

2 -6

.99%

(15.

45)

PT M

inda

Ase

an A

utom

otiv

e4.

02%

90.

63

6.82

% 1

4.09

58

.54%

8.3

8 10

.17%

22.

47

Sam

Glo

bal P

te L

td.

1.29

% 2

9.19

2.

47%

5.1

0 14

.95%

2.1

4 3.

28%

7.2

4 iS

YS R

TS G

mbH

0.89

% 1

9.99

1.

20%

2.4

7 4.

26%

0.6

1 1.

39%

3.0

8 M

inor

ity in

tere

st in

all

subs

idia

ries

Indi

an

Min

da K

yora

ku L

imite

d-1

.71%

(38.

48)

-2.8

1% (5

.81)

-0.1

7% (0

.02)

-2.6

4% (5

.84)

Min

da K

osei

Alu

min

um W

heel

Priv

ate

Lim

ited

-5.6

7% (1

27.9

5)-8

.70%

(17.

98)

-0.5

9% (0

.08)

-8.1

8% (1

8.07

)M

inda

TG

Rub

ber

Priv

ate

Ltd.

0.00

% -

0.

52%

1.0

7 0.

00%

-

0.48

% 1

.07

YA A

uto

(par

tner

ship

firm

)-0

.08%

(1.8

1)-2

.09%

(4.3

1)0.

00%

-

-1.9

5% (4

.31)

Min

da K

atol

ec E

lect

roni

c Se

rvic

es P

rivat

e Li

mite

d-0

.17%

(3.8

9)1.

80%

3.7

1 -0

.17%

(0.0

2)1.

67%

3.6

8M

inda

rika

Priv

ate

Lim

ited

-5.3

3% (1

20.2

4)-8

.16%

(16.

86)

-1.2

6% (0

.18)

-7.7

1% (1

7.04

)M

I Tor

ica

Indi

a Pr

ivat

e Li

mite

d-0

.45%

(10.

10)

-0.5

4% (1

.13)

-0.0

3% (0

.00)

-0.5

1% (1

.13)





Part

icul

ars

Net

ass

ets

(tota

l ass

ets

min

us

tota

l lia

bilit

ies)

Shar

e in

pro

fit o

r los

sSh

are

in o

ther

com

preh

ensi

ve

inco

me

Shar

e in

tota

l com

preh

ensi

ve

inco

me

As

% o

f co

nsol

idat

ed

net a

sset

s

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

profi

t or l

oss

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

eAs

%

cons

olid

ated

of

tota

l co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

e

Fore

ign

iSYS

RTS

Gm

bH-0

.18%

(4.0

0)-0

.24%

(0.4

9)-0

.85%

(0.1

2)-0

.28%

(0.6

2)As

soci

ate

Com

pani

es (I

nves

tmen

t as

per E

quity

m

etho

d)In

dian

M

inda

Nex

Gen

Tech

Lim

ited

-

-

0.71

% 1

.47

-

-

0.67

% 1

.47

Yoge

ndra

Eng

inee

ring

(par

tner

ship

firm

) -

-

0.

00%

-

-

-

0.00

% -

A

uto

Com

pone

nts

(par

tner

ship

firm

) -

-

1.

66%

3.4

4 -

-

1.

56%

3.4

4 Ko

sei M

inda

Alu

min

um C

ompa

ny P

rivat

e Li

mite

d -

-

-2

.27%

(4.6

8) -

-

-2

.12%

(4.6

8)Jo

int v

entu

re c

ompa

nies

(As

per e

quity

met

hod)

Indi

an

Min

da E

mer

Tec

hnol

ogie

s Li

mite

d -

-

1.

54%

3.1

8 -

-

1.

44%

3.1

8 Ri

nder

Rid

uco

S.A

.S.

-

-

0.86

% 1

.77

-

-

0.80

% 1

.77

ROKI

Min

da C

o. P

vt. L

td.

-

-

8.98

% 1

8.56

-

-

8.

40%

18.

56

Min

da T

TE D

APS

Priv

ate

Lim

ited

-

-

-2.3

7% (4

.89)

-

-

-2.2

1% (4

.89)

Min

da O

nkyo

Priv

ate

Lim

ited

-

-

-3.8

5% (7

.96)

-

-

-3.6

0% (7

.96)

Den

so T

en M

inda

Indi

a Pr

ivat

e Li

mite

d -

-

4.

87%

10.

05

-

-

4.55

% 1

0.05

M

inda

D-T

en In

dia

Priv

ate

Lim

ited

-

-

0.47

% 0

.97

-

-

0.44

% 0

.97

Toyo

da G

osei

Min

da In

dia

Pvt.

Ltd

-

-

2.21

% 4

.58

-

-

2.07

% 4

.58

Kose

i Min

da M

ould

Priv

ate

Lim

ited

- -

-0.1

5% (0

.31)

- -

-0.1

4% (0

.31)

Toka

i Rik

a M

inda

Indi

a Pr

ivat

e Li

mite

d-0

.97%

(2.0

1)-0

.91%

(2.0

1)To

tal e

limin

atio

ns-1

7.71

% (3

99.6

8)-1

4.70

% (3

0.37

) -

- -1

3.75

% (3

0.37

)TO

TAL

100.

00%

2,2

56.5

7 10

0.00

% 2

06.6

3 10

0.00

% 1

4.31

10

0.00

% 2

20.9

4



(iv)

Addi

tiona

l in

form

atio

n pu

rsua

nt t

o pa

ragr

aph

2 of

Div

isio

n II

of S

ched

ule

III t

o th

e Co

mpa

nies

Act

201

3- ‘

Gen

eral

ins

truc

tions

for

the

pre

para

tion

of c

onso

lidat

ed fi

nanc

ial

stat

emen

ts’ o

f Div

isio

n II

of S

ched

ule

III:

Fo

r th

e ye

ar e

nded

Mar

ch 3

1, 2

020

Part

icul

ars

Net

ass

ets

(tota

l ass

ets

min

us

tota

l lia

bilit

ies)

Shar

e in

pro

fit o

r los

sSh

are

in o

ther

com

preh

ensi

ve

inco

me

Shar

e in

tota

l com

preh

ensi

ve

inco

me

As

% o

f co

nsol

idat

ed

net a

sset

s

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

profi

t or l

oss

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

eAs

%

cons

olid

ated

of

tota

l co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

e

Hold

ing

Com

pany

Min

da In

dust

ries

Lim

ited

72.5

1% 1

,349

.41

57.4

6% 8

9.17

19

6.93

% (3

.80)

55.7

1% 8

5.37

Subs

idia

ry C

ompa

nies

Indi

an

Min

da K

yora

ku L

imite

d5.

48%

101

.97

4.01

% 6

.22

15.0

3% (0

.29)

3.87

% 5

.93

Min

da K

osei

Alu

min

um W

heel

Priv

ate

Lim

ited

19.6

8% 3

66.1

8 42

.23%

65.

54

21.7

7% (0

.42)

42.4

9% 6

5.12

Min

da T

G R

ubbe

r Pr

ivat

e Lt

d.2.

23%

41.

53

-1.7

7% (2

.75)

-0.5

2% 0

.01

-1.7

9% (2

.74)

Min

da S

tora

ge B

atte

ries

Priv

ate

Lim

ited

6.16

% 1

14.5

5 -9

.22%

(14.

31)

12.9

6% (0

.25)

-9.5

0% (1

4.56

)

YA A

uto

Indu

strie

s (p

artn

ersh

ip fi

rm)

0.30

% 5

.53

5.17

% 8

.03

0.00

% -

5.

24%

8.0

3

Min

da K

atol

ec E

lect

roni

c Se

rvic

es P

rivat

e Li

mite

d-0

.24%

(4.5

4)-7

.82%

(12.

13)

-2.5

9% 0

.05

-7.8

8% (1

2.08

)

Min

darik

a Pr

ivat

e Li

mite

d11

.67%

217

.12

16.8

6% 2

6.16

21

.77%

(0.4

2)16

.80%

25.

74

MI T

oric

a In

dia

Priv

ate

Lim

ited

1.20

% 2

2.37

1.

91%

2.9

7 3.

63%

(0.0

7)1.

89%

2.9

0

Har

ita F

ehre

r Li

mite

d9.

50%

176

.82

14.4

2% 2

2.37

10

.88%

(0.2

1)14

.46%

22.

16

Fore

ign

-

Glo

bal M

azin

kert

S.L

.2.

92%

54.

29

-11.

44%

(17.

75)

-435

.32%

8.4

0 -6

.10%

(9.3

5)

PT M

inda

Ase

an A

utom

otiv

e4.

76%

88.

65

20.1

4% 3

1.26

29

9.54

% (5

.78)

16.6

3% 2

5.48

Sam

Glo

bal P

te L

td.

1.33

% 2

4.83

3.

94%

6.1

1 24

.88%

(0.4

8)3.

67%

5.6

3

iSYS

RTS

Gm

bH0.

91%

16.

91

0.88

% 1

.37

-58.

04%

1.1

2 1.

62%

2.4

9

Min

ority

inte

rest

in a

ll su

bsid

iarie

s -

-

Indi

an

-

-

Min

da K

yora

ku L

imite

d-1

.78%

(33.

04)

-1.3

0% (2

.02)

-4.8

7% 0

.09

-1.2

5% (1

.92)

Min

da K

osei

Alu

min

um W

heel

Priv

ate

Lim

ited

-5.9

0% (1

09.8

9)-1

2.67

% (1

9.67

)-6

.53%

0.1

3 -1

2.75

% (1

9.54

)

Min

da T

G R

ubbe

r Pr

ivat

e Lt

d.-1

.09%

(20.

35)

0.87

% 1

.35

0.25

% (0

.00)

0.88

% 1

.34

YA A

uto

(par

tner

ship

firm

)-0

.15%

(2.7

1)-2

.54%

(3.9

3)0.

00%

-

-2.5

7% (3

.93)

Min

da K

atol

ec E

lect

roni

c Se

rvic

es P

rivat

e Li

mite

d0.

12%

2.2

2 3.

83%

5.9

4 1.

27%

(0.0

2)3.

86%

5.9

2

Min

darik

a Pr

ivat

e Li

mite

d-5

.72%

(106

.39)

-8.2

6% (1

2.82

)-1

0.67

% 0

.21

-8.2

3% (1

2.61

)

MI T

oric

a In

dia

Priv

ate

Lim

ited

-0.5

0% (9

.31)

-0.8

4% (1

.30)

-1.4

5% 0

.03

-0.8

3% (1

.27)




Part

icul

ars

Net

ass

ets

(tota

l ass

ets

min

us

tota

l lia

bilit

ies)

Shar

e in

pro

fit o

r los

sSh

are

in o

ther

com

preh

ensi

ve

inco

me

Shar

e in

tota

l com

preh

ensi

ve

inco

me

As

% o

f co

nsol

idat

ed

net a

sset

s

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

profi

t or l

oss

Amou

nt in

`

Cror

eAs

% o

f co

nsol

idat

ed

othe

r co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

eAs

%

cons

olid

ated

of

tota

l co

mpr

ehen

sive

in

com

e

Amou

nt in

`

Cror

e

Fore

ign

iSYS

RTS

Gm

bH-0

.18%

(3.3

8)-0

.18%

(0.2

7)11

.61%

(0.2

2)-0

.32%

(0.5

0)

Asso

ciat

e co

mpa

nies

(Inv

estm

ent a

s pe

r equ

ity

met

hod)

Indi

an

Min

da N

exG

enTe

ch L

imite

d -

-

0.

11%

0.1

7 0.

00%

-

0.11

% 0

.17

Yoge

ndra

Eng

inee

ring

(par

tner

ship

firm

) -

-

0.

00%

-

0.00

% -

0.

00%

-

Aut

o Co

mpo

nent

s (p

artn

ersh

ip fi

rm)

-

-

1.73

% 2

.68

0.00

% -

1.

75%

2.6

8

Kose

i Min

da A

lum

inum

Com

pany

Priv

ate

Lim

ited

-

-

-5.0

0% (7

.76)

0.00

% -

-5

.06%

(7.7

6)

Join

t ven

ture

com

pani

es (A

s pe

r equ

ity m

etho

d)In

dian

M

inda

Em

er T

echn

olog

ies

Lim

ited

-

-

1.12

% 1

.74

0.00

% -

1.

14%

1.7

4

Rind

er R

iduc

o S.

A.S

. -

-

1.

10%

1.7

0 0.

00%

-

1.11

% 1

.70

ROKI

Min

da C

o. P

vt. L

td.

-

-

11.9

7% 1

8.57

0.

00%

-

12.1

2% 1

8.57

Min

da T

TE D

APS

Priv

ate

Lim

ited

-

-

-0.0

1% (0

.02)

0.00

% -

-0

.01%

(0.0

2)

Min

da O

nkyo

Priv

ate

Lim

ited

-

-

-6.6

0% (1

0.24

)0.

00%

-

-6.6

8% (1

0.24

)

"Den

so

Ten

Min

da

Indi

a Pr

ivat

e Li

mite

d (F

orm

erly

Fuj

itsu

Ten

Min

da In

dia

Priv

ate

Lim

ited)

" -

-

4.

33%

6.7

2 0.

00%

-

4.38

% 6

.72

Min

da D

-Ten

Indi

a Pr

ivat

e Li

mite

d -

-

0.

79%

1.2

3 0.

00%

-

0.80

% 1

.23

Toyo

da G

osei

Min

da In

dia

Pvt.

Ltd

-

-

-0.1

1% (0

.17)

0.00

% -

-0

.11%

(0.1

7)

Kose

i Min

da M

ould

Priv

ate

Lim

ited

-

-

-1.0

6% (1

.65)

0.00

% -

-1

.08%

(1.6

5)

Tota

l elim

inat

ions

-23.

20%

(431

.69)

(0.2

4) (3

7.33

)0.

00%

- -2

4.36

% (3

7.33

)

TOTA

L10

0.00

% 1

,861

.08

100.

00%

155

.18

100.

00%

(1.9

3)10

0.00

% 1

53.2

5




(v) Summarised Balance Sheet and Statement of profit and loss of Material joint ventures and associates

(All amounts in Indian ` Crore, unless otherwise stated)March 31, 2021 Joint Venture AssociatesParticulars ROKI Minda

Co. Pvt. Ltd.Densoten

Minda India Private Limited

Toyoda Gosei

Minda India Pvt. Ltd.

Minda Onkyo India

Private Limited

Tokai Rika Minda India

Private Limited

Kosei Minda Aluminum Company Pvt. Ltd.

Total non-current assets 183.27 90.46 446.42 15.64 146.30 132.60 Total current assets 153.60 154.92 261.58 51.32 329.87 45.99 Total non-current liabilities 6.35 52.59 63.14 4.76 1.70 30.75 Total current liabilities 104.66 83.79 169.92 55.08 271.10 136.10 Net assets 225.86 109.00 474.94 7.12 203.37 11.74 Proportion of Group's ownership 49.00% 49.00% 47.80% 50.00% 30.00% 30.00%Carrying amount of investment 110.67 53.41 227.02 3.56 61.01 3.52 Revenue 412.08 273.27 530.40 47.11 529.70 78.57 Interest income 0.88 1.01 - 0.01 2.90 0.01 Finance costs 3.21 0.78 5.61 1.24 14.60 6.06 Depreciation and amortisation 35.17 11.08 51.25 2.95 30.40 12.22 Income tax expense 13.74 10.92 2.36 1.71 (6.60) - Total comprehensive income 37.88 20.52 10.33 (15.91) (6.70) (15.61)Groups share of total comprehensive income 18.56 10.05 4.94 (7.96) (2.01) (4.68)

March 31, 2020 Joint Venture AssociatesParticulars ROKI Minda

Co. Pvt. Ltd.Densoten

Minda India Private Limited

Toyoda Gosei Minda India

Pvt. Ltd.

Minda Onkyo India Private

Limited

Kosei Minda Aluminum

Company Pvt. Ltd.

Total non-current assets 204.39 93.08 395.21 20.18 142.90 Total current assets 114.43 123.61 112.44 48.12 35.34 Total non-current liabilities 19.14 50.68 34.06 20.73 38.09 Total current liabilities 111.70 73.13 69.71 51.54 112.81 Net assets 187.98 92.88 403.88 (3.97) 27.34 Proportion of Group's ownership 49.00% 49.00% 47.80% 50.00% 30.00%Carrying amount of investment 92.11 45.51 193.05 - 8.20 Revenue 419.61 321.65 415.20 59.85 115.41 Interest income 0.61 0.41 1.34 0.01 0.94 Finance costs 5.18 5.17 5.21 1.83 8.52 Depreciation and amortisation 30.03 10.35 42.77 2.62 13.15 Income tax expense 10.95 4.68 0.26 0.31 - Total comprehensive income 38.12 14.66 (0.08) (20.46) (25.87)Groups share of total comprehensive income 18.68 7.19 (0.04) (10.23) (7.76)

(vi) Commitment and contingent Liabilities in respect of associates and Joint ventures


March 31, 2021As at

March 31, 2020Share of Joint Venture's contingent liabilities in respect of followingIncome tax matter 2.24 0.28

Liabilities of customs duty towards export obligation undertaken by the Group under EPCG schemes

1.61 0.46

Claim against the company not acknowledged as debt 0.91 -

Bank guarantee given to custom authorities and others 0.39 0.00

Indirect Tax 5.85 6.61





March 31, 2021As at

March 31, 2020Commitments-joint venturesEstimated amount of contracts remaining to be executed on capital and other account (Net of advances)

65.20 89.62

Share of associate's contingent liabilities in respect of followingBank guarantee given to custom authorities and others 0.71 - Indirect Tax 0.44 0.42 Liabilities of customs duty towards export obligation undertaken by the Group under EPCG schemes

2.09 2.09

Commitments-associateEstimated amount of contracts remaining to be executed on capital and other account (Net of advances)

- -

As per the EPCG terms and conditions, Associates/ Joint Venture needs to export ` 60.80 crores (` 47.40 crores as on March 31, 2020) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6-8 years. If the Associates/ Joint Venture does not export goods in prescribed time, then the Associates/ Joint Venture may have to pay interest and penalty thereon.

52. RELATED PARTY DISCLOSURES

(i) Related parties with whom transactions have taken place during the year/ previous year and the nature of related party relationship:

Nature of related party transaction Name of related party

AssociatesMinda NexGenTech Limited

Kosei Minda Aluminum Company Private Limited

Partnership firmsAuto Component (Firm)

Yogendra Engineering (Firm)

Joint ventures (jointly controlled entities)


Roki Minda Co. Private Limited

Rinder Riduco, S.A.S. Columbia (Stepdown Joint Venture of Global Mazinkert)

Minda TTE Daps Private Limited (Formerly as Minda Daps Private Limited)

Minda Onkyo India Private Limited

Minda D-Ten India Private Limited

Denso Ten Minda India Private Limited

Toyoda Gosei Minda India Private Limited

Kosei Minda Mould Private Limited

Minda TG Rubber Private Limited (w.e.f. 15 March 2021)

Tokai Rika Minda India Private Limited (w.e.f. 24 March 2021)

Key management personnel (KMP)

Mr. Nirmal K. Minda

{Chairman and Managing Director(‘CMD’)}

Mr. Anand K. Minda (Director)

Mr. Alok Dutta (Independent Director)

Mr. Satish Sekhri (Independent Director)




Mr. Chandan Chowdhury (Independent Director) (w.e.f 07 August 2019)

Mr. Krishan Kumar Jalan (Independent Director) (w.e.f 16 May 2019)

Ms. Praveen Tripathi (Independent Director)

Ms. Paridhi Minda (Executive Director )

Mr. Sunil Bohra (CFO)

Mr. Tarun Kumar Srivastava ( Company Secretary)

Relatives of key management personnel

Mrs. Suman Minda (wife of CMD)

Ms. Paridhi Minda (daughter of CMD)

Ms. Pallak Minda (daughter of CMD)

Mr. Vivek Jindal (son-in-law of CMD)

Mr. Amit Minda (Son of KMP)

Other entities over which key management personnel and their relatives are able to exercise significant influence

Minda Investments Limited

Minda International Limited

Minda Infrastructure LLP

Minda Industries Firm

Minda Finance Limited

Singhal Fincap Ltd

Pioneer Finest Ltd

Samaira Engineering (Firm)

S.M.Auto Industries (Firm)

Shankar Moulding Ltd.

Minda Nabtesco Automotive Private Limited

Minda I Connect Private Limited

Minda Projects Limited

SN Castings Limited

Jindal Mectec Private Limited

Minda Industries Ltd Gratuity Scheme Trust

Minda Industries Ltd Managerial Superannuation Scheme Trust

Minda Spectrum Advisory Limited

Minda Mindpro Limited

Moga Devi Charitable Trust

Suman Nirmal Minda Charitable Trust

Shree Aumji Habitation Pvt. Ltd

Shree Aumji Real Estate SEZ Pvt. Ltd

Shree Aumji Construction Pvt. Ltd

Spectrum Techno Construction Pvt. Ltd

Shree Aumji Buildwell Pvt. Ltd

Shree Aumji Promoters & Builders Pvt. Ltd

Shree Aumji Buildtech Pvt. Ltd

Midway Infrastructure Pvt. Ltd




(ii)

Tran

sact

ions

/ ba

lanc

es w

ith re

late

d pa

rtie

s

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

Part

icul

ars

Asso

ciat

es

(incl

udin

g pa

rtne

rshi

p fir

ms

whe

re G

roup

has

sig

nific

ant

influ

ence

)

Join

t ve

ntur

e co

mpa

nies

Entit

ies

over

whi

ch k

ey

man

agem

ent p

erso

nnel

and

th

eir r

elat

ives

are

abl

e to

ex

erci

se s

igni

fican

t infl

uenc

e

Key

man

agem

ent p

erso

nnel

an

d re

lativ

es

Tran

sact

ions

dur

ing

the

year

Mar

ch 3

1,

2021

Mar

ch 3

1,

2020

Mar

ch 3

1,

2021

Mar

ch 3

1,

2020

Mar

ch 3

1,

2021

Mar

ch 3

1,

2020

Mar

ch 3

1,

2021

Mar

ch 3

1,

2020

Sale

of

prod

ucts

0.9

2 0

.70

59.

28

61.

95

22.

25

19.

31

-

-

Purc

hase

of

prod

ucts

83.

17

68.

12

15.

89

6.7

8 2

06.8

0 2

00.6

0 -

-

Sal

e of

Pro

pert

y, p

lant

& e

quip

men

t -

-

-

0

.02

0.0

7 0

.01

-

-

Pur

chas

e of

Pro

pert

y, p

lant

& e

quip

men

t -

-

6

.04

-

20.

76

135

.12

-

-

Ser

vice

s Re

nder

ed

0.1

2 0

.27

15.

78

10.

32

0.6

9 1

.85

-

-

Ser

vice

s re

ceiv

ed

0.6

9 0

.08

0.2

0 0

.71

25.4

4 2

6.29

2

.15

2.0

0

Rem

uner

atio

n*

-

-

-

-

-

-

11.

49

8.0

6

Div

iden

d re

ceiv

ed

-

-

2.5

6 2

.72

-

-

-

-

Inte

rest

pai

d -

-

0

.15

-

0.1

0 0

.96

-

-

Uns

ecur

ed L

oan

Giv

en/ R

epay

men

t -

-

0

.30

-

5.0

0 3

6.00

-

-

Uns

ecur

ed L

oan

Rece

ived

-

-

0

.60

-

-

3.0

0 -

-

Sha

re o

f pr

ofits

4

.01

3.3

0 -

-

-

-

-

-

Roy

alty

rec

eive

d 1

.06

0.2

5 -

-

0

.84

-

-

-

Div

iden

d pa

id o

n eq

uity

sha

re c

apita

l -

-

-

-

2

.53

7.8

8 3

.72

11.

58

Don

atio

n -

-

-

-

3

.66

4.2

4 -

-

Inve

stm

ent

in s

hare

s / p

artn

ersh

ip fi

rm

(3.7

0) (3

.19)

89.

89 7

.50

22.5

9 -

-

-

*The

abo

ve fi

gure

s do

not

incl

ude

prov

isio

ns f

or e

ncas

hmen

t le

ave,

pro

visi

on f

or g

ratu

ity a

s se

para

te a

ctua

rial v

alua

tion

are

not

avai

labl

e.




(iii) Balances with related parties


Summary of balances with related parties

Associates Joint venture companies

Entities over which key management

personnel and their relatives are able to exercise significant

influence

Key management personnel and

relatives

Balance as at year end March 31, 2021

March 31, 2020

March 31, 2021

March 31, 2020

March 31, 2021

March 31, 2020

March 31, 2021

March 31, 2020

Balance outstanding-Receivable - 0.17 13.33 12.58 17.06 14.91 - - Balance outstanding-Payable 11.96 8.94 2.76 1.74 30.39 46.59 4.50 0.23 Loan Outstanding - - - - 5.10 - -

(iv) Material transactions with related parties during the year ended March 31, 2021


Related party Nature of transaction AmountTransactions during the yearSamaira Engineering Purchase of goods 123.80 Auto Components Purchase of goods 83.17 SN Castings Limited Purchase of goods 31.09 Shankar Moulding Limited Purchase of goods 34.67 Minda I Connect Private Limited Sale of goods 17.55 Toyoda Gosei Minda India Private Limited Sale of goods 48.36 Minda Infrastructure LLP Purchase of FA 20.33 Kosei Minda Mould Private Limited Purchase of FA 6.04 Roki Minda Co. Private Limited Services rendered 4.96 Toyoda Gosei Minda India Private Limited Services rendered 6.21 Minda Investments Limited Services received 18.64 Minda Projects Limited Services received 4.56 Singhal Fincap Limited Interest Paid 0.10 Paridhi Minda Remuneration 0.53 Mr Nirmal K Minda Dividend paid 2.19 Mrs Suman Minda Dividend paid 1.30 Minda Investments Limited Dividend paid 2.14 Singhal Fincap Limited Unsecured loan repaid 5.00 Minda Onkyo Private Limited Investment in shares 13.54 Toyoda Gosei Minda India Private Limited Investment in shares 33.46 Tokai Rika Minda India Private Limited Investment in shares 42.89Suman Nirmal Minda Charitable Trust Donation 3.66 Minda Finance Limited Acquisition of shares in

Joint Venture22.59

(All amounts in Indian ` Crore, unless otherwise stated)Related party Nature of transaction AmountBalance as at year endSamaira Engineering Payable 17.28 Auto Components Payable 11.96 Shankar Moulding Limited Payable 6.02 Minda TTE Daps Private Limited Receivables 3.91 Toyoda Gosei Minda India Private Limited Receivables 5.10 Minda I Connect Private Limited Receivables 16.04




Material transactions with related parties during the year ended March 31, 2020

(All amounts in Indian ` Crore, unless otherwise stated)Related party Nature of transaction AmountTransactions during the yearSamaira Engineering Purchase of goods 128.34 Auto Components Purchase of goods 68.11 SN Castings Limited Purchase of goods 30.96 Shankar Moulding Limited Purchase of goods 22.79 Minda I Connect Private Limited Sale of goods 15.09 Toyoda Gosei Minda India Private Limited Sale of goods 51.19 Minda Projects Limited Purchase of FA 53.21 Minda Infrastructure LLP Purchase of FA 81.76 Roki Minda Co. Private Limited Services rendered 1.81 Minda D-Ten India Private Limited Services rendered 0.93 Kosei Minda Aluminum Company Private Limited Services rendered 0.01 Minda Emer Technologies Limited Services rendered 0.67 Toyoda Gosei Minda India Private Limited Services rendered 3.76 Minda Investments Limited Services received 21.46 Minda Projects Limited Services received 3.47 Singhal Fincap Limited Interest Paid 0.96 Pallak Minda Remuneration 0.60 Paridhi Minda Remuneration 0.60 Mr Nirmal K Minda Dividend paid 6.86 Mrs Suman Minda Dividend paid 4.05 Minda Investments Limited Dividend paid 6.70 Singhal Fincap Limited Unsecured loan repaid 36.00 Singhal Fincap Limited Unsecured loan received 3.00 Suman Nirmal Minda Charitable Trust Donation 4.24

(All amounts in Indian ` Crore, unless otherwise stated)Related party Nature of transaction AmountBalance as at year endSamaira Engineering Payable 19.29 Minda Projects Limited Payable 5.32 Auto Components Payable 8.94 Shankar Moulding Limited Payable 6.12 Minda Infrastructure LLP Payable 9.16 Roki Minda Co. Private Limited Receivables 0.46 Rinder Riduco, S.A.S. Columbia Receivables 2.30 Toyoda Gosei Minda India Private Limited Receivables 4.47 Minda I Connect Private Limited Receivables 12.64 Singhal Fincap Limited Loan payable 5.10

Note: Remuneration to key managerial personnel given in note (v) below




(v) Key managerial personnel compensation

Remuneration to Chairman & Managing Director (i.e. Mr. Nirmal K Minda)*(All amounts in Indian ` Crore, unless otherwise stated)



Short Term Benefit 2.29 2.30

Commission 4.50 0.40

Others - Allowances 0.30 0.24

Total 7.09 2.94

Remuneration to Independent Directors (All amounts in Indian ` Crore, unless otherwise stated)



Sitting Fees

Mr. Alok Dutta - 0.01

Mr. Satish Sekhri 0.09 0.09

Ms. Praveen Tripathi 0.08 0.08

Mr. Krishan Kumar Jalan 0.09 0.08

Mr. Chandan Chowdhury 0.04 0.02

Total 0.30 0.28

Remuneration to Key Managerial Personnel other than Managing Director and Independent Directors (All amounts in Indian ` Crore, unless otherwise stated)



Short Term Benefit

Mr. Sunil Bohra (Chief Financial Officer) 3.46 3.78

Mr. Tarun Kumar Srivastava (Company Secretary) 0.23 0.24

Ms. Paridhi Minda 0.50 0.57

Others - Allowances

Mr. Sunil Bohra (Chief Financial Officer) 0.17 0.20

Mr. Tarun Kumar Srivastava (Company Secretary) 0.01 0.02

Ms. Paridhi Minda 0.03 0.04

Total 4.40 4.85 *The above remuneration excludes provision for gratuity and leave benefits as separate actuarial valuation is not

available.

53. CAPITAL MANAGEMENT The Group’s objectives when managing capital is to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital. Consistent with others in the industry, the Group monitors Net Debt to EBITDA ratio i.e. Net debt (total borrowings net of cash and cash equivalents) divided by EBITDA (Profit before tax and exceptional items plus depreciation and amortisation expense excluding share of profit/ loss of associates/ joint venture plus finance costs minus other income). The Group’s strategy is to ensure that the Net Debt to EBITDA is managed at an optimal level considering the above factors. The Net Debt to EBITDA ratios were as follows:


March 31, 2021As at

March 31, 2020Net Debt 842.91 933.15

EBITDA 724.99 671.79

Net Debt to EBITDA 1.16 1.39




54. FAIR VALUE MEASUREMENTS

Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments.

(All amounts in Indian ` Crore, unless otherwise stated)Category As at March 31, 2021 As at March 31, 20201) Financial assets at amortised cost Investments in associates and joint ventures 530.17 530.17 398.32 398.32 Loans (current / non current) 30.20 30.20 22.43 22.43 Trade receivables 1,198.82 1,198.82 863.24 863.24 Cash and cash equivalents 205.61 205.61 263.67 263.67 Other bank balances 32.57 32.57 77.24 77.24 Other financial assets (current / non current) 30.98 30.98 50.16 50.16 Total 2,028.35 2,028.35 1,675.06 1,675.06 2) Financial liabilities at amortised cost Borrowings (current / non current) (including current maturity) 1,048.52 1,048.52 1,196.82 1,196.82 Lease liabilities (current / non current) 110.71 110.71 116.82 116.82 Trade payables 1,289.79 1,289.79 1,118.99 1,118.99 Other financial liabilities (current / non current) 651.32 651.32 679.83 679.83 Total 3,100.35 3,100.35 3,112.47 3,112.47

* Management has assessed that investments, loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets, borrowings, lease liabilities trade payables and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

Discount rate used in determining fair value

The interest rate used to discount estimated future cash flows, where applicable, are based on the incremental borrowing rate of borrower which in case of financial liabilities is average market cost of borrowings of the Group and in case of financial asset is the average market rate of similar credit rated instrument. The Group maintains policies and procedures to value financial assets or financial liabilities using the best and most relevant data available.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

Investments amount to ` 1.56 crores (` 24.95 crores on March 31, 2020) is valued at fair value (level 1).

55. BUSINESS COMBINATION (IND AS 103)

Year ended March 31, 2021

(i) Scheme of Amalgamation a) The Scheme of Amalgamation (‘Scheme’) filed during the year ended March 31, 2019 under the provisions

of Section 230 to 232 of the Companies Act, 2013, for amalgamation of Harita Limited (“Transferor Company 1”) and Harita Venu Private Limited (“Transferor Company 2”) and Harita Cheema Private Limited (“Transferor Company 3”) and Harita Financial Services Limited (“Transferor Company 4”) and Harita Seating Systems Limited (“Transferor Company 5”) and Minda Industries Limited (“Transferee Company”) was approved by the Hon’ble National Company Law Tribunal vide its orders dated 01 February 2021 and 23 February 2021 with appointed date of April 1, 2019. Consequently, the Parent Company has given effect to the scheme as per Ind AS 103- Business Combinations in the consolidated financial statements w.e.f. appointed date i.e. April 1, 2019 in accordance with General Circular No. 09/2019 by Ministry of Corporate Affairs dated August 21, 2019. The Company received the certified copy of the said order and filed the same with the respective Registrar of Companies on April 1, 2021. Accordingly figures of previous year have been restated to give effect to the Scheme.

The management believes that this merger will offer product, customer, sales channel and technology synergies and create value for all stakeholders of the Company.

b) Detail of consideration

The scheme provides for issue of equity shares or non-convertible redeemable preference shares by the Transferee Company in the manner set out in the Scheme on amalgamation of the Transferor Companies with the Transferee Company. On the Scheme of amalgamation becoming effective, the Company may issue

(i) 12,527,570 equity shares having face value of ` 2 each (after considering cancellation of shares on account of cross holding) if all the eligible shareholders of Transferor Companies opt for equity shares of Transferee Company

Or




(ii) 29,331,337 preference shares having face value of ` 100/- each (after considering cancellation of shares on account of cross holding) if all the eligible shareholders of Transferor Companies opt for preference shares of Transferee Company except for 1,653,152 equity shares having face value of ` 2 each to be issued to non resident shareholders. This is in view of the applicable law where eligible non resident member shall compulsorily be issued Transferee Company's equity shares, the amount of such consideration being ` 52 crore. Accordingly, it is accounted for under Other Equity. During the year, these shares were acquired from a non resident member and accordingly adequate accounting is carried out in Other Equity.

Since as on the date of these financial statements, the resident shareholders of the Transferor Companies have the option to opt for either equity shares or non convertible redeemable preference shares of the Transferee Company towards the consideration, an amount of ` 348.88 crore has been shown in the current financial liabilities as per applicable accounting standards.

Minority shareholder in Harita Fehrer Limited (subsidiary of Transferror Company 5) exercised its right to sell its stake at an agreed valuation of ` 115 crores as per the agreement. Accordingly an amount of ` 115 crores has been considered as current financial liability in these financial statements by a corresponding debit to Investment thereby making it as 100% subsidiary of the Company.

c) Fair Value of the Consideration transferred As per Ind AS 103 – Business Combinations, purchase consideration has been allocated on the basis of fair valuation

determined by an independent valuer which is as follows:


Particulars AmountASSETSNon-current assetsProperty, plant and equipment 257.19 Right-of-use assets 29.35 Capital work-in-progress 18.99 Intangible assets 108.04 Financial assets (i) Investments 0.58 (ii) Loans 2.52 (iii) Other financial assets 0.13 Income tax asset (net) 3.77 Other non-current assets 3.23 Total non-current assets 423.80 Current assetsInventories 50.73

Financial assets (i) Investment 10.05 (i) Trade receivables 192.46 (ii) Cash and cash equivalents 28.11 (iii) Bank balances other than those included in cash and cash equivalents 0.34 (iv) Loans 0.84 (v) Other financial assets 5.59 Other current assets 25.28 Total current assets 313.40 Total Assets 737.20 LiabilitiesNon-current liabilitiesProvisions 5.83Deferred tax liabilities (net) 41.86Total non-current liabilities 47.69 Current liabilities




Financial liabilities (i) Borrowings 31.68 (ii) Trade payables 201.58 (iii) Other financial liabilities 10.43 Other current liabilities 10.00 Provisions 3.86 Total current liabilities 257.55 Total Equity and Liabilities 305.24 Fair value of the net asset acquired # 431.96 Fair value of the consideration transferred 515.88 Goodwill* 83.92

# Includes fair value of the net assets of Harita Fehrer Limited (subsidiary of Transferror Company 5) *This goodwill is attributed to the expected synergies in product, customer, sales channel, technology and cost. Above goodwill is evaluated for impairment annually. The recoverable amount of these cash generating units have been determined based on value in use model. Value in use has been determined based on future sales estimates, margins, growth rate, discount rate, etc. As at March 31, 2021, the estimated cash flows for a period of 5 years were developed using internal forecasts. Weighted average cost of capital and long term revenue growth is considered as 17% and 4% respectively. The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.

d) Costs amounting to ` 20.39 crores related to acquisition (including stamp duty on assets transferred) is charged to Statement of Profit and Loss on the appointed date.

e) Harita Venu Private Limited and Harita Cheema Private Limited (Transferor Companies) were registered under section 45-IA of the Reserve Bank of India Act, 1934 and which have been surrendered post approval of the scheme by the NCLT.

f) The approved scheme has allowed the Parent Company to take benefit of the authorised share capital of the Transferor Companies.

(ii) Acquistion of stake in Tokai Rika Minda India Private Limited

The Parent Company has acquired 30% stake in Tokai Rika Minda India Private Limited during the year for a cash consideration of ` 65.48 crore. Consequently, Tokai Rika Minda has been considered as an Joint Venture while preparing the consolidated financial statements. Fair value of assets and liability acquired in respect of the said acquisition are as follows:


Particulars AmountNon Current asset 157.97 Current assets 346.99 Borrowing 176.55 Other non current liabilities 1.97 Current liabilities 115.94 Total net identifiable assets acquired 210.50 % Holding by the Group 30.00%Net worth allocated to the Group 63.15 Cost of Investment 65.48 Capital Reserve/(Goodwill) (2.33)

(iii) During the year, Minda TG Rubber India Private Limited (“MTG”) has issued fresh equity shares to Toyoda Gosei Co. Limited (other Joint venture partner) resulting in increase of their shareholding from 49.90% to 51.00% and reduction of shareholding and control of the Parent Company from 51.00% to 49.90% resulting into loss of control. Accordingly gain of ` 1.73 Crores has been accounted under exception items. Now investment in MTG is considered as an investment in Joint Venture.




Year ended March 31, 2020(i) A. The Group has acquired control in the following entities during the year. Business combination is accounted on fair

value basis.

Name of the entity Relationship Date of acquisition

Existing stake (%)

Post acquisition stake (%)

Delvis GmbH and its two subsidiaries: Delvis solution Gmbh and Delvis Products GmbH

Step down Subsidiary of Minda Germany GmbH

12-Dec-19 0.00% 100.00%

* During the year, Minda Germany GmbH and Delvis GmbH has been amalgamated. The name of Minda Germany GmbH has been renamed to Minda Delvis GmbH.

B. Total consideration for business combinations was Euro 2.07 Crores which includes contingent consideration amounting to Euro 0.42 Crores. Contingent Consideration is payable if Consolidated EBITDA of the acquired Companies exceeds Euro 0.25 Crores for the calendar year 2019. The Company has paid Contingent Consideration amounting to ` 34.32 Crores, which was recorded under other financial liabilities during the previous year. (refer note 24)

C. Identifiable assets acquired and liabilities assumed Fair value of the assets and liabilities recognised as a results of acquisitions are as follows:

Particulars Delvis GmbHNon Current asset 154.26 Current assets 79.26 Borrowing 2.43 Other non current liabilities 46.73 Current liabilities 49.88 Total net identifiable assets acquired 134.48 % Holding by the Group 100.00%Net worth allocated to the Group 134.48 Cost of Investment 171.62 Capital Reserve/(Goodwill) (37.14)

D. Revenue and profit or loss of the acquiree since the acquisition date

Particulars Delvis GmbHRevenue from Operation 66.66 Total comprehensive income (1.86)

Disclosure as per B64(q)(ii) of Ind AS 103 has not been presented as it is impracticable due to different accounting periods.

56. Goodwill amounting to ` 192.99 crores allocated to three subsidiaries, Mindarika Private Limited, Minda Delvis GmbH and iSYS RTS GmbH is evaluated for impairment. The recoverable amount of these cash generating units have been determined based on value in use model. Value in use has been determined based on future sales estimates, margins, growth rate, discount rate, etc. As at March 31, 2021, the estimated cash flows for a period of 5 years were developed using internal forecasts, and weighted average cost of capital of 7.00% to 15.00%. The management believes that any reasonably possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the cash generating unit.

The remaining goodwill (related to different cash generating units individually immaterial) has been evaluated based on the cash flow forecasts of the related CGUs and the recoverable amounts of these CGUs exceeded their carrying amounts.






For B S R & Co. LLP NIRMAL K MINDA ANAND KUMAR MINDAChartered Accountants Chairman and Managing Director DirectorICAI Firm Registration No: 101248W/W-100022 DIN No. 00014942 DIN No. 00007964

RAJIV GOYAL SUNIL BOHRA TARUN KUMAR SRIVASTAVA Partner Group CFO Company Secretary Membership No. 094549 Membership No. - A11994


57. Pursuant to the Scheme of Amalgamation (‘Scheme’) under the provisions of Section 230 to 232 of the Companies Act, 2013, for amalgamation of wholly owned subsidiaries i.e. MJ Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (together referred to as “transferor companies”), with Minda Industries Limited (“Transferee Company” or “the Parent Company”) as approved by the Hon’ble National Company Law Tribunal vide its order dated June 01, 2020 with the appointed date of April 01, 2019, all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company with effect from this date at their carrying values. The Parent Company had received the certified copy of the said order on July 17, 2020 and the same had been filed with the respective Registrar of Companies on August 01, 2020. There was no impact of the above merger on profit for the previous periods and the financial position, since the amalgamation was accounted as per requirements of Appendix C to Ind AS 103 “Business Combination” under common control.

58. The Board of directors of the Parent Company in its meeting held on February 06, 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approval(s) of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. Appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

59. IMPACT OF COVID-19 ON CONSOLIDATED FINANCIAL STATEMENTS:In view of the pandemic relating to COVID - 19, the Group has considered internal and external information and has performed an analysis based on current estimates while assessing the recoverability of investments, property plant and equipment, intangible assets, right-of-use assets, trade receivables, other current and financial assets, for any possible impact on the Financial Statements. The Group has also assessed the impact of this whole situation on its capital and financial resources, profitability, liquidity position, internal financial reporting controls etc. and is of the view that based on its present assessment this situation does not materially impact the financial statements. However, the actual impact of COVID - 19 on the financial results may differ from that estimated due to unforeseen circumstances and the Parent Company will continue to closely monitor any material changes to future economic conditions.




FORM

AO

C-1

Stat

emen

t con

tain

ing

salie

nt fe

atur

es o

f the

fina

ncia

l sta

tem

ent o

f sub

sidi

arie

s / a

ssoc

iate

s / j

oint

ven

ture

s (P

ursu

ant t

o Se

ctio

n 12

9(3)

of t

he C

ompa

nies

Act

, 20

13)

Part

A: S

ubsi

diar

ies

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)

S.

No.

Nam

e of

Ent

erpr

ise

Repo

rtin

g Cu

rren

cyEx

chan

ge

Rate

as

on

Last

Day

of

Rele

vant

Fi

nanc

ial Y

ear

Shar

e Ca

pita

lRe

serv

es &

Su

rplu

sTo

tal A

sset

sTo

tal

Liab

ilitie

sIn

vest

men

tTu

rnov

er/

Oth

er

Inco

me

Profi

t Bef

ore

Taxa

tion

Prov

isio

n fo

r Ta

xatio

nPr

ofit A

fter

Ta

xatio

nPr

opos

ed

Div

iden

d%

of

Shar

ehol

ding

Coun

try

1M

inda

Kyo

raku

Ltd

.IN

R -

6

2.01

5

6.71

1

85.1

3 6

6.41

-

1

68.0

3 2

3.99

6

.05

17.

94

-

67.6

0%In

dia

2M

inda

Kos

ei A

lum

inum

Whe

el P

rivat

e Lt

d.IN

R -

1

88.3

8 2

37.9

8 6

92.1

9 2

65.8

3 -

5

22.5

7 7

9.67

1

9.76

5

9.91

-

69

.99%

Indi

a

3M

inda

Sto

rage

Bat

terie

s Pr

ivat

e Li

mite

dIN

R -

1

88.6

0 (7

6.00

) 1

36.4

9 2

3.89

-

1

16.6

5 (1

.97)

-

(1.9

7) -

10

0.00

%In

dia

4YA

Aut

o In

dust

ries

(Par

tner

ship

firm

)IN

R -

4

.93

(1.2

3) 1

2.45

8

.75

-

72.

26

13.

60

4.8

0 8

.80

-

51.0

0%In

dia

5M

inda

Kat

olec

Ele

ctro

nics

Ser

vice

s Pv

t. L

td.

INR

-

35.

07

(27.

14)

85.

88

77.

95

-

106

.05

(7.5

8) -

(7

.58)

-

51.0

0%In

dia

6M

inda

rika

Pvt.

Ltd

.IN

R -

1

0.00

2

11.9

6 4

02.7

3 1

80.7

7 -

6

60.8

7 4

6.91

1

2.47

3

4.44

-

51

.00%

Indi

a

7M

I Tor

ica

Indi

a Pv

t. L

td.

INR

-

9.0

0 4

.50

16.

07

2.5

7 3

.18

7.9

9 0

.21

(0.0

7) 0

.28

-

60.0

0%In

dia

8M

ITIL

Pol

ymer

Priv

ate

Lim

ited*

INR

-

3.3

5 1

0.57

9

1.24

7

7.32

-

1

80.3

0 3

.59

0.8

9 2

.69

-

57.0

0%In

dia

9H

arita

Feh

rer

Lim

ited

INR

-

20.

10

174

.69

314

.51

119

.72

0.1

8 4

17.5

7 2

5.01

6

.25

18.

76

-

51.0

0%In

dia

10G

loba

l Maz

inke

rt S

.L.

EURO

86.

10

21.

62

(2.0

7) 8

7.05

6

7.50

6

6.66

-

(1

.63)

(0.4

1) (1

.22)

-

100.

00%

Spai

n

11Cl

arto

n H

orn

Spai

n*EU

RO 8

6.10

8

.28

117

.16

286

.50

161

.06

56.

66

367

.30

(11.

76)

0.3

6 (1

2.12

) -

10

0.00

%Sp

ain

12Cl

arto

n H

orn

Mor

occo

SA

RL*

MA

D 8

.10

0.9

3 0

.11

2.1

7 1

.13

-

5.2

2 (0

.85)

0.0

3 (0

.88)

-

100.

00%

Mor

occo

13Cl

arto

n H

orn

Sign

alak

ustic

Gm

bH*

EURO

86.

10

0.2

2 1

.26

2.6

6 1

.18

-

3.9

8 0

.13

0.0

4 0

.09

-

100.

00%

Ger

man

y

14Cl

arto

n H

orn

Mex

ico*

MX

N 3

.58

58.

18

(49.

44)

66.

57

57.

83

-

50.

82

(1.5

4) -

(1

.54)

-

100.

00%

Max

ico

15Li

ght

& S

yste

m T

echn

ical

Cen

tre

S.L.

, Pa

rque

*EU

RO 8

6.10

1

1.37

0

.02

27.

27

15.

88

4.4

8 2

2.29

1

.42

0.7

3 0

.69

-

100.

00%

Spai

n

16PT

Min

da A

sean

Aut

omot

ive

IDR

0.00

50 4

.19

78.

18

101

.03

18.

65

46.7

1 1

16.8

5 1

8.38

4

.28

14.

10

-

100.

00%

Indo

nesi

a

17PT

Min

da T

radi

ng*

IDR

0.00

50 0

.46

7.8

0 1

3.99

5

.74

-

25.

16

3.3

9 0

.83

2.5

6 -

10

0.00

%In

done

sia

18Sa

m G

loba

l Pte

Ltd

.U

SD73

.50

4.4

1 3

8.22

6

3.95

2

1.32

5

5.86

1

7.64

1

5.44

-

1

5.44

-

10

0.00

%Si

ngap

ore

19M

inda

Indu

strie

s V

ietn

am C

ompa

ny

Lim

ited*

VN

D0.

0031

4 3

.68

21.

32

35.

28

10.

29

-

51.

45

11.

76

1.4

7 1

0.29

-

10

0.00

%V

ietn

am

20M

inda

Kor

ea C

o. L

td*

KRW

0.06

483

0.7

4 (1

.47)

5.1

5 5

.88

-

2.9

4 (1

.47)

-

(1.4

7)10

0.00

%Ko

rea

21iS

YS R

TS G

mbH

EURO

86.

10

0.2

6 1

9.73

7

3.38

5

3.39

-

1

11.8

8 3

.77

1.3

0 2

.47

-

80.0

0%G

erm

any

23M

inda

Del

vis

Gm

bH*

EURO

86.

10

-

40.

47

384

.00

343

.54

43.

05

4.3

0 (4

.30)

(1.7

2) (2

.58)

-

100.

00%

Ger

man

y

24D

ELV

IS S

olut

ions

Gm

bH*

EURO

86.

10

0.8

6 1

2.05

3

1.00

1

8.08

-

-

(0

.86)

-

(0.8

6) -

10

0.00

%G

erm

any

25D

ELV

IS P

rodu

cts

Gm

bH*

EURO

86.

10

-

(17.

22)

52.

52

69.

74

-

11.

19

(0.8

6) -

(0

.86)

-

100.

00%

Ger

man

y

*Ste

p do

wn

subs

idia

ries

Not

e:

1 %

of

shar

ehol

ding

is b

ased

on

votin

g po

wer

hel

d by

the

Gro

up

2 Ba

lanc

e sh

eet

item

s ha

ve b

een

tran

slat

ed a

t th

e ex

chan

ge r

ate

on t

he la

st d

ay o

f th

e re

leva

nt fi

nanc

ial y

ear.

3 Th

e nu

mbe

rs r

epor

ted

abov

e ar

e ba

sed

on in

divi

dual

fina

ncia

l sta

tem

ents

pre

pare

d un

der

loca

l GA

AP.



Part

B: A

ssoc

iate

s an

d Jo

int V

entu

res

(All

amou

nts

in In

dian

` C

rore

, unl

ess

othe

rwis

e st

ated

)S.

N

o.N

ame

of A

ssoc

iate

s/ Jo

int V

entu

res

Late

st B

alan

ce

Shee

t dat

eSh

ares

of A

ssoc

iate

s/Jo

int V

entu

re H

eld

by th

e Co

mpa

ny o

n th

e Ye

ar E

ndPr

ofit/

Loss

for t

he y

ear*

No.

of S

hare

sA

mou

nt o

f Inv

estm

ent i

n A

ssoc

iate

s/ Jo

int V

entu

re

(` in

Cro

re)

Exte

nd o

f H

oldi

ng %

Net

Wor

th A

ttrib

utab

le to

Sh

areh

oldi

ng a

s pe

r Lat

est

Audi

ted

Bala

nce

Shee

t (`

in C

rore

)

Cons

ider

ed in

Co

nsol

idat

ion

(` in

Cro

re)*

*

Not

Con

side

red

in

Cons

olid

atio

nD

iscr

iptio

n of

how

th

ere

is s

igni

fican

t in

fluen

ce

Reas

on w

hy th

e A

ssoc

iate

/ Joi

nt

Vent

ure

is n

ot

cons

olid

ated

Asso

ciat

es

1M

inda

Nex

Gen

Tech

Ltd

.31

-Mar

-21

31,

20,0

00

3.1

2 26

.00%

2.4

7 1

.47

-

Shar

ehol

ding

NA

2Yo

gend

ra E

ngin

eerin

g (p

artn

ersh

ip fi

rm)

31-M

ar-2

1 -

0

.08

49.0

0% 0

.08

-

-

Shar

ehol

ding

NA

3A

uto

Com

pone

nts

(par

tner

ship

firm

)31

-Mar

-21

-

4.1

4 49

.00%

2.6

4 3

.44

-

Shar

ehol

ding

NA

4Ko

sei M

inda

Alu

min

um C

ompa

ny P

rivat

e Li

mite

d31

-Mar

-21

2,8

7,37

,371

1

6.49

30

.00%

3.5

2 (4

.68)

-

Shar

ehol

ding

NA

Join

t Ven

ture

1

Min

da W

estp

ort

Tech

nolo

gies

Lim

ited

(for

mer

ly k

now

n as

Min

da E

mer

Te

chno

logi

es L

imite

d)

31-M

ar-2

1 2

7,25

,000

2

.73

49.0

0% 8

.19

3.1

8 -

Jo

int

Vent

ure

Agr

eem

ent

NA

2Ri

nder

Rid

uco

S.A

.S.,

Colu

mbi

a31

-Mar

-21

8,5

0,00

0 -

50

.00%

10.

40

1.7

7 -

Jo

int

Vent

ure

Agr

eem

ent

NA

3Ro

ki M

inda

Co.

Priv

ate

Lim

ited

31-M

ar-2

1 4

,09,

24,8

00

43.

08

49.0

0% 1

10.6

7 1

8.56

-

Jo

int

Vent

ure

Agr

eem

ent

NA

4M

inda

TTE

DA

PS P

vt. L

td.

31-M

ar-2

1 4

9,90

,513

4

.99

50.0

0% -

(4

.89)

-

Join

t Ve

ntur

e A

gree

men

tN

A

5M

inda

Onk

yo In

dia

Pvt.

Ltd

.31

-Mar

-21

3,3

0,43

,031

3

3.04

50

.00%

3.5

6 (7

.96)

-

Join

t Ve

ntur

e A

gree

men

tN

A

6D

enso

Ten

Min

da In

dia

Pvt.

Ltd

.31

-Mar

-21

3,5

5,25

,000

2

2.29

49

.00%

53.

41

10.

05

-

Join

t Ve

ntur

e A

gree

men

tN

A

7M

inda

D-T

en In

dia

Priv

ate

Lim

ited

31-M

ar-2

1 2

5,44

,900

3

.81

51.0

0% 7

.89

0.9

7 -

Jo

int

Vent

ure

Agr

eem

ent

NA

8To

yoda

Gos

ei M

inda

Indi

a Pv

t. L

td.

31-M

ar-2

1 2

4,37

,80,

000

190

.41

48.0

0% 2

31.0

8 4

.58

-

Join

t Ve

ntur

e A

gree

men

tN

A

9Ko

sei M

inda

Mou

ld P

vt. L

td.

31-M

ar-2

1 6

3,41

,645

6

.34

50.0

0% 4

.34

(0.3

1) -

Jo

int

Vent

ure

Agr

eem

ent

NA

10To

kai R

ika

Min

da In

dia

Priv

ate

Lim

ited

31-M

ar-2

1 6

,53,

57,1

43

65.

48

30.0

0% 6

3.34

(2

.01)

-

Join

t Ve

ntur

e A

gree

men

tN

A

11M

inda

TG

Rub

ber

Priv

ate

Lim

ited

31-M

ar-2

1 2

,57,

66,7

30

26.

10

49.9

0% 2

6.10

-

-

Jo

int

Vent

ure

Agr

eem

ent

NA

* Pr

ofit/

(los

s) b

ased

on

indi

vidu

al fi

nanc

ial s

tate

men

ts d

raw

n up

as

at 3

1.03

.202

1, f

or c

onso

lidat

ion

purp

oses

**Re

pres

ents

Gro

up’s

sha

re o

f pr

ofit/

(Los

s)

Not

e: A

ssoc

iate

s Co

mpa

nies

and

Joi

nt V

entu

res

have

bee

n de

term

ined

bas

ed o

n th

e A

ccou

ntin

g St

anda

rds.

For a

nd o

n be

half

of th

e Bo

ard

of D

irect

ors

of M

inda

Indu

strie

s Li

mite

d

Nir

mal

K M

inda

Ana

nd K

umar

Min

daC

hairm

an a

nd M

anag

ing

Dire

ctor

Dire

ctor

DIN

No.

000

1494

2D

IN N

o. 0

0007

964

Plac

e :

Gur

ugra

mPl

ace

: G

urug

ram

Dat

e :

June

13,

202

1D

ate

: Ju

ne 1

3, 2

021

Suni

l Boh

raTa

run

Kum

ar S

riva

stav

a G

roup

CFO

Com

pany

Sec

reta

ry

M

embe

rshi

p N

o. -

A11

994

Plac

e :

Gur

ugra

mPl

ace

: G

urug

ram

Dat

e :

June

13,

202

1D

ate

: Ju

ne 1

3, 2

021

SyNOPSIS OF GROUP COMPANIES

DOMESTIC FACILITIESMIL – 4W Lamp DivisionManesarPuneChennai

MIL – 2W & Offroad Lamp DivisionBahadurgarhPuneHosurSonipat

METL/MAGLManesar

Minda Storage Batteries Pvt. Ltd.Pantnagar

MIL – Casting DivisionBawal Hosur

MIL Switch/HBA Division (2W & Off Road)ManesarPunePantnagarAurangabadHosur

MIL – Seating DivisionHosurRanjangaonJamshedpurPant NagarChennaiPithampur

MIL – Sensor DivisionPune

MIL – Controller DivisionPune

Mindarika Pvt. Ltd.ManesarPuneChennaiAhmedabad

Harita Fehrer LtdHosurChennaiPuneMysuru

Kosei Minda Aluminum Co. Ltd.Chennai

Minda Kosei Aluminum Wheel Pvt. Ltd.BawalDekavada

MIL– 2W Alloy DivisionAhmednagar(Supa)

MIL – Wheel & Tyre AssemblyDekavada

Kosei Minda Mould Pvt. Ltd.Bawal

Roki Minda Co. Pvt. Ltd.BawalAhmedabadChennai

TG Minda India Pvt. Ltd.NeemranaBawalDekavada

Minda TG Rubber Pvt. Ltd.Bawal

Minda D - Ten India Pvt. Ltd.Bawal

MIL Acoustic DivisionManesarPantnagar

MIL – Fuel Cap DivisionManesar

Minda Kyoraku Ltd.BangaloreBawalDekavada

MIL - Auto ComponentsMysoreNalagarhSurajpurAhmedabadChennaiNarsapur

Minda iConnect Pvt. Ltd.Gurugram

Minda Onkyo India Pvt. Ltd.Bawal

INTERNATIONAL FACILITIESLight Systems And Technical Centre S.l.Spain

Rinder Riduco SAColombia

PT. Minda Asean AutomotiveIndonesia

Minda Industries Vietnam Co. Ltd.Vietnam

iSYS RTS GmbHGermany

MILJapan

Minda Germany (Delvis GmbH)Germany

Minda Korea Co.Korea

Minda Katolec Electronic Services Pvt. Ltd.Pune

Minda TTE DAPS Pvt. Ltd.Manesar

MI TORICA Pvt. Ltd. (Trading Company)Manesar

Minda Distribution & Services Ltd.New Delhi

YA AutoRudrapur

Auto ComponentHaridwar

CREAT(Technical Centre)Pune

Minda Industries Limited(CIN: L74899DL1992PLC050333)Corporate OfficeVillage Nawada Fatehpur, P.O. Sikanderpur, Badda, Distt. Gurugram (Haryana), IndiaWebsite: www.unominda.com

PL.0Cl') t-o.v-ai - BSE

Documents

Transcript of PL.0Cl') t-o.v-ai - BSE